INTEL CORP
DEF 14A, 1999-04-06
SEMICONDUCTORS & RELATED DEVICES
Previous: INCOME FUND OF AMERICA INC, N-30D, 1999-04-06
Next: VALHI INC /DE/, DEF 14A, 1999-04-06




<PAGE>
                                
                          SCHEDULE 14A
                         (Rule 14a-101)
             INFORMATION REQUIRED IN PROXY STATEMENT
                    SCHEDULE 14A INFORMATION
   Proxy Statement Pursuant to Section 14(a) of the Securities
             Exchange Act of 1934 (Amendment No.  )
                                
Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy         [ ]  Confidential, for use of  the
     Statement                      commission      only      (as
                                    permitted   by   Rule    14a-
                                    6(e)(2))
     
[X]  Definitive Proxy Statement
     
[ ]  Definitive Additional Materials
     
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or rule  14a-
     12

                        INTEL CORPORATION
                 -------------------------------
        (Name of Registrant as Specified in Its Charter)

                 -------------------------------
(Name  of  Person(s)  Filing  Proxy  Statement,  if  other   than
Registrant)

Payment of Filing Fee (check the appropriate box):
     
[X]  No fee required
     
[ ]  Fee  computed  on table below per Exchange  Act  Rules  14a-
     6(I)(1) and 0-11

     (1)  Title  of each class of securities to which transaction
          applies:
                 -------------------------------
     (2)  Aggregate  number  of securities to  which  transaction
          applies:
                 -------------------------------
     (3)  Per   unit   price   or  other  underlying   value   of
          transaction computed pursuant to Exchange Act  Rule  0-
          11  (set  forth the amount on which the filing  fee  is
          calculated and state how it was determined):
                 -------------------------------
     (4)  Proposed maximum aggregate value of transaction:
                 -------------------------------
     (5)  Total fee paid:
                 -------------------------------
     [ ]  Fee paid previously with preliminary materials:
                 -------------------------------
     [ ]  Check  box if any part of the fee is offset as provided
          by  Exchange  Act  Rule  0-11(a)(2)  and  identify  the
          filing   for   which  the  offsetting  fee   was   paid
          previously.    Identify   the   previous   filing    by
          registration statement number, or the form or  schedule
          and the date of its filing.
                 -------------------------------
     (1)  Amount previously paid:
                 -------------------------------
     (2)  Form, Schedule or Registration Statement no.:
                 -------------------------------
     (3)  Filing Party:
                 -------------------------------
     (4)  Date Filed:

<PAGE>

INTEL CORPORATION
2200 Mission College Blvd.
P. O. Box 58119
Santa Clara, CA  95052-8119
(408) 765-8080

[INTEL LOGO]

Dear Stockholder:

Intel's 1999 Annual Meeting of Stockholders will be held  on  May
19,  1999  at  the Santa Clara Convention Center in Santa  Clara,
California,  and  we  look forward to your  attending  either  in
person  or  by  proxy. The Notice of Annual  Meeting,  the  Proxy
Statement  and  the Proxy Card from the Board  of  Directors  are
enclosed.  The  materials provide further information  concerning
the  Annual Meeting. Stockholders may access the Notice of Annual
Meeting  and the Proxy Statement via the Internet at the Internet
Web  site  address  indicated on the  Proxy  Card.  Some  of  our
stockholders will be accessing these materials and voting via the
Internet and will not be receiving a paper Proxy Card by mail.

At  this  year's Annual Meeting, the agenda includes  the  annual
election of directors and a proposal to ratify the appointment of
our  independent auditing firm. The Board of Directors recommends
that  you  vote  FOR the election of the slate  of  nominees  for
directors  and  FOR  ratification  of  the  appointment  of   the
independent auditors.

Arthur Rock, one of our founding directors (since 1968), will not
be  standing  for  re-election. Arthur has  provided  Intel  with
invaluable  assistance for 30 years. He was the  Company's  first
Chairman  of the Board from 1970 (when the position was  created)
to 1975. He has been active on all of the Board's committees, and
has  served as the Lead Independent Director and as the  Chairman
of  the  Executive,  Audit  & Finance  and  Corporate  Governance
Committees.  We will still look to his wise counsel  in  his  new
position as Director Emeritus. At the same time, we have recently
welcomed David S. Pottruck to the Board as a new director.  David
is President and Co-Chief Executive Officer of The Charles Schwab
Corporation,  and  he  is  appearing on  our  slate  of  director
nominees for the first time.

Please  refer to the Proxy Statement for detailed information  on
each  of  the  proposals.  If  you  have  any  further  questions
concerning  the  Annual Meeting or any of the  proposals,  please
contact  Harris Trust and Savings Bank at (800) 298-0146  (within
the  U.S.  and  Canada) or (312) 360-5125 (outside the  U.S.  and
Canada, call collect), or speak with D. F. King & Co., our  proxy
solicitors,  at  (800) 487-4870 (within the U.S. and  Canada)  or
(212) 269-5550 (outside the U.S. and Canada, call collect).

Sincerely yours,

/s/Andrew S. Grove               
Andrew S. Grove                  
Chairman of the Board            

<PAGE>

                          Notice of
                          1999
                          Annual Meeting
                          of Stockholders
                          and
                          Proxy Statement

[INTEL LOGO]

<PAGE>

TABLE OF CONTENTS                                            Page

Notice of Annual Meeting of Stockholders

Proxy Statement

     Election of Directors (Proposal 1)........................ 2
     Board Committees and Meetings............................. 6
     Corporate Governance Guidelines and Policies.............. 7
     Directors' Compensation................................... 8
     Report of the Compensation Committee on  Executive
     Compensation.............................................. 9
     Compensation Committee Interlocks and Insider
     Participation............................................ 13
     Employment Contracts and Change of Control
     Arrangements............................................. 13
     Certain Relationships and Related Transactions........... 13
     Stock Price Performance Graph............................ 14
     Executive Compensation................................... 15
     Security Ownership of Certain Beneficial Owners
     and Management........................................... 18
     Ratification of Selection of Independent Auditors
     (Proposal 2)............................................. 20
     Other Matters............................................ 21
     Voting Via the Internet or By Telephone.................. 22
Communicating with the Company................................ 23
Directions to the Santa Clara Convention Center....... Back Cover
                                                                 
RETURN OF PROXY

      Please  complete,  sign, date and return  the  accompanying
Proxy  Card promptly in the enclosed addressed envelope, even  if
you  plan  to  attend  the Annual Meeting. Postage  need  not  be
affixed to the envelope if mailed in the United States.

      The  immediate  return  of your  proxy  will  be  of  great
assistance  in preparing for the Annual Meeting and is  therefore
urgently  requested. If you attend the Annual  Meeting  and  have
made arrangements to vote in person, your Proxy Card will not  be
used.

VOTING ELECTRONICALLY OR BY TELEPHONE

      Instead of submitting your proxy vote with the paper  Proxy
Card, you may be able to vote electronically via the Internet  or
by  telephone.  See "Voting Via the Internet or By Telephone"  in
the  Proxy Statement for further details. Please note that  there
are   separate   Internet  and  telephone  voting   arrangements,
depending upon whether shares are registered in your name  or  in
the name of a broker or bank.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON

      The  Annual  Meeting  will be held at 10:00  a.m.,  Pacific
Daylight  Time,  on  May 19, 1999 at the Santa  Clara  Convention
Center,  Santa Clara, California, located at the corner of  Great
America Parkway and Tasman Drive. A map to the Convention  Center
is  printed on the back cover of this Proxy Statement. Signs will
direct  you to the conference room where the Annual Meeting  will
be  held. Please note that the doors to the meeting room  at  the
Convention Center will not open for admission until 9:30 a.m.

      If  your shares are not registered in your own name and you
plan to attend the Annual Meeting and vote your shares in person,
you should contact your broker or agent in whose name your shares
are  registered to obtain a broker's proxy and bring  it  to  the
Annual Meeting in order to vote.

<PAGE>

                          [INTEL LOGO]
                        INTEL CORPORATION
            Notice of Annual Meeting of Stockholders
                          May 19, 1999
                10:00 a.m., Pacific Daylight Time
                                
Dear Stockholder:

      You  are cordially invited to attend the Annual Meeting  of
Stockholders  of  Intel Corporation ("Intel"  or  the  "Company")
which  will be held on May 19, 1999 at the Santa Clara Convention
Center,  Santa Clara, California, at 10:00 a.m., Pacific Daylight
Time.  A  map  to the location appears on the back cover  of  the
Proxy  Statement.  The  Annual Meeting  is  being  held  for  the
following purposes:

1.  To  elect a Board of Directors to hold office until the  next
    Annual  Meeting  of  Stockholders or until  their  respective
    successors have been elected or appointed.
    
2.  To  ratify the appointment of the accounting firm of Ernst  &
    Young  LLP  as independent auditors for the Company  for  the
    current year.
    
3.  To  transact such other business as may properly come  before
    the   Annual  Meeting  or  any  adjournment  or  postponement
    thereof.
    
      These  items  are  fully discussed in the following  pages,
which  are made part of this Notice. Only stockholders of  record
on the books of the Company at the close of business on March 22,
1999  will be entitled to vote at the Annual Meeting. A  list  of
stockholders entitled to vote will be available for inspection at
the  offices  of Intel, 2200 Mission College Blvd., Santa  Clara,
California 95052-8119, for 10 days prior to the Annual Meeting.

      Stockholders  are  requested to complete,  date,  sign  and
return the Proxy Card as promptly as possible. Stockholders  with
shares  registered  directly with the Company's  transfer  agent,
Harris Trust and Savings Bank ("Harris Bank"), may choose to vote
those  shares via the Internet at Harris Bank's voting  Web  site
(www.harrisbank.com/wproxy),  or they  may  vote  telephonically,
within the U.S. and Canada only, by calling Harris Bank at  (888)
266-6795  (toll-free). Stockholders holding Intel shares  with  a
broker  or bank may also be eligible to vote via the Internet  or
to  vote  telephonically if their broker or bank participates  in
the  proxy  voting program provided by ADP Investor Communication
Services.  If  your Intel shares are held in an  account  with  a
broker  or  bank participating in the ADP Investor  Communication
Services  program, you may choose to vote those  shares  via  the
Internet at ADP Investor Communication Services' voting Web  site
(www.proxyvote.com)  or telephonically by calling  the  telephone
number shown on your voting form. See "Voting Via the Internet or
By  Telephone"  in  the  Proxy  Statement  for  further  details.
Submitting your proxy with the Proxy Card or via the Internet  or
by  telephone will not affect your right to vote in person should
you decide to attend the Annual Meeting.

                          THE BOARD OF DIRECTORS
                          
                          
                          /s/F. THOMAS DUNLAP, JR.
                     By:  F. THOMAS DUNLAP, JR., Secretary
                          
Santa Clara, California   
April 6, 1999             
                          
DOORS WILL OPEN AT 9:30 a.m.

<PAGE> 1

First  mailed to stockholders and made available on the  Internet
(www.intc.com) on or about April 6, 1999

                          [INTEL LOGO]
                        INTEL CORPORATION
                 2200 Mission College Boulevard
               Santa Clara, California  95052-8119
                         PROXY STATEMENT
                                
     The enclosed proxy is solicited by the Board of Directors of
Intel Corporation ("Intel" or the "Company") for use in voting at
the  Annual Meeting of Stockholders (the "Annual Meeting") to  be
held   at  the  Santa  Clara  Convention  Center,  Santa   Clara,
California,  on Wednesday, May 19, 1999, at 10:00  a.m.,  Pacific
Daylight  Time,  and at any postponement or adjournment  thereof,
for the purposes set forth in the attached notice.

Voting and Revocability of Proxies

      When proxies are properly dated, executed and returned, the
shares  they  represent will be voted at the  Annual  Meeting  in
accordance  with  the  instructions of  the  stockholder.  If  no
specific instructions are given, the shares will be voted FOR the
election of the nominees for directors set forth herein  and  FOR
ratification  of  the appointment of auditors.  In  addition,  if
other  matters come before the Annual Meeting, the persons  named
in  the  accompanying form of proxy will vote in accordance  with
their  best  judgment with respect to such matters. A stockholder
giving  a  proxy has the power to revoke it at any time prior  to
its exercise by voting in person at the Annual Meeting, by giving
written notice to the Secretary prior to the Annual Meeting or by
giving a later dated proxy.

      If  you  are a participant in the Company's 401(k)  Savings
Plan,  the  proxy represents the number of shares  in  your  plan
account  as  well as other shares registered in  your  name.  For
those  shares  in your plan account, the proxy will  serve  as  a
voting  instruction  for  the trustee  of  the  plan.  If  voting
instructions are not received by the trustee for shares  in  your
plan  account, the trustee will not be able to vote those  shares
on your behalf.

      Each  share of Common Stock outstanding on the record  date
will  be  entitled to one vote on all matters. The 11  candidates
for  election as directors at the Annual Meeting who receive  the
highest  number  of  affirmative  votes  will  be  elected.   The
ratification of the independent auditors for the Company for  the
current  year will require the affirmative vote of a majority  of
the  shares  of the Company's Common Stock present or represented
and  entitled to vote at the Annual Meeting. Because  abstentions
with  respect  to  any matter are treated as  shares  present  or
represented  and entitled to vote for the purposes of determining
whether  that  matter  has  been approved  by  the  stockholders,
abstentions  have  the  same effect as negative  votes  for  each
proposal  other than the election of directors. Broker  non-votes
are  not  deemed  to be present or represented  for  purposes  of
determining whether stockholder approval of that matter has  been
obtained,  but  they  are  counted as  present  for  purposes  of
determining the existence of a quorum at the Annual Meeting.

Record Date and Share Ownership

      Only stockholders of record on the books of the Company  at
the  close of business on March 22, 1999 will be entitled to vote
at  the  Annual  Meeting. Presence in person or  by  proxy  of  a
majority of the shares of Common Stock outstanding on the  record
date is required for a quorum.

      On January 27, 1999, Intel's Board of Directors declared  a
two-for-one   stock  split  in  the  form  of  a  special   stock
distribution payable on April 11, 1999 to stockholders of  record
on  March 23, 1999. Data regarding shares of Common Stock and per
share  amounts  in  this Proxy Statement  has  been  adjusted  to
reflect  the stock split. As of the close of business on February
26,  1999,  there  were  3,324,680,452  shares  of  Common  Stock
outstanding, as adjusted for the stock split.

<PAGE> 2

ELECTION OF DIRECTORS (Proposal 1)

      Unless marked otherwise, proxies received will be voted FOR
the  election of each of the nominees named below.  Each  of  the
current directors has been nominated for election to the Board of
Directors except Arthur Rock, a director for 30 years, who is not
standing  for  re-election.  If any such  nominee  is  unable  or
unwilling to serve as a nominee for the office of director at the
time  of the Annual Meeting, the proxies may be voted either  (i)
for  a  substitute nominee who shall be designated by  the  proxy
holders or by the present Board of Directors to fill such vacancy
or  (ii)  for  the  balance of the nominees, leaving  a  vacancy.
Alternatively, the size of the Board may be reduced  accordingly.
The  Board of Directors has no reason to believe that any of such
nominees  will be unwilling or unable to serve if  elected  as  a
director.  Such  persons have been nominated to serve  until  the
next  Annual  Meeting of Stockholders following the  1999  Annual
Meeting  or  until  their  successors, if  any,  are  elected  or
appointed.  The  Board of Directors recommends  a  vote  FOR  the
election of each of the nominees listed below.

Craig R. Barrett             Craig R. Barrett has been President
59 Years Old                 of the Company since May 1997,
Director Since 1992          Chief Executive Officer since May
President and Chief          1998 and a director of Intel since
Executive Officer of         1992. Dr. Barrett joined the
the Company                  Company in 1975. In 1984 he was
                             elected Vice President, and in 1985
                             he became Vice President and
[PHOTO APPEARS HERE]         General Manager of the Components
                             Technology and Manufacturing Group.
                             Dr. Barrett became a Senior Vice
                             President in 1987 and General
                             Manager of the Microcomputer
                             Components Group in 1989. Dr.
                             Barrett was an Executive Vice
                             President from 1990 to 1997, and he
                             was Chief Operating Officer from
                             1993 to 1998. Dr. Barrett is also a
                             director of Komag, Incorporated and
                             U.S. West, Inc., and a member of
                             the National Academy of
                             Engineering.
                             
John P. Browne               John P. Browne has been a director
51 Years Old                 of Intel since 1997. He has been a
Director Since 1997          Managing Director since 1991 and
Group Chief Executive        Group Chief Executive since 1995 of
of BP Amoco p.l.c.           BP Amoco p.l.c. (formerly The
                             British Petroleum Company p.l.c.).
                             John Browne is also a director of
PHOTO APPEARS HERE           SmithKline Beecham, a member of the
                             Supervisory Board of
                             DaimlerChrysler AG and a Trustee of
                             the British Museum. He is a Fellow
                             of the Royal Academy of Engineering
                             in the United Kingdom, a Fellow of
                             the Institute of Mining and
                             Metallurgy, a Fellow of the
                             Institute of Physics, an Honorary
                             Fellow of the Institute of Chemical
                             Engineers and an Honorary Fellow of
                             St. John's College, Cambridge. He
                             is also Emeritus Chairman of the
                             Advisory Board of the Graduate
                             School of Business, Stanford
                             University, a trustee of The
                             Conference Board, Inc. and a Vice
                             President and Member of the Board
                             of the Prince of Wales Business
                             Leaders Forum.
                             
Winston H. Chen              Winston H. Chen has been a director
57 Years Old                 of Intel since 1993. He is Chairman
Director Since 1993          of Paramitas Foundation, a
Chairman of Paramitas        charitable foundation. Between 1978
Foundation                   and 1994, he held several
                             positions, including President,
                             Chief Executive Officer and
PHOTO APPEARS HERE           Chairman of the Board of Directors,
                             at Solectron Corporation, an
                             electronics contract manufacturer
                             in Milpitas, California. Dr. Chen
                             continues as a director of
                             Solectron. He is also a director of
                             Edison International and a member
                             of the Board of Trustees of Santa
                             Clara University and the Board of
                             Trustees of Stanford University.
                             
<PAGE> 3

Andrew S. Grove              Andrew S. Grove has been a director
62 Years Old                 of Intel since 1974 and Chairman of
Director Since 1974          the Board since May 1997. Dr. Grove
Chairman of the Board        participated in founding the
of the Company               Company in 1968 and served as Vice
                             President and Director of
                             Operations through 1974. He became
PHOTO APPEARS HERE           Executive Vice President in 1975
                             and was Chief Operating Officer
                             from 1976 to 1987. He was President
                             from 1979 to 1997 and Chief
                             Executive Officer from 1987 to May
                             1998. Dr. Grove is a part-time
                             Lecturer at the Graduate School of
                             Business, Stanford University. He
                             is a director of CaP CURE and the
                             International Rescue Committee. He
                             is also a member of the National
                             Academy of Engineering and a Fellow
                             of the Institute of Electrical and
                             Electronic Engineers ("IEEE").
                             
D. James Guzy                D. James Guzy has been a director
63 Years Old                 of Intel since 1969 and is Chairman
Director Since 1969          of the Nominating Committee of the
Chairman of Arbor            Board of Directors. Since 1969, he
Company                      has been Chairman of Arbor Company,
                             a limited partnership engaged in
                             the electronics and computer
PHOTO APPEARS HERE           industry. Mr. Guzy is also a
                             director of Cirrus Logic, Inc.;
                             Micro Component Technology, Inc.;
                             Novellus Systems, Inc.; Davis
                             Selected Group of Mutual Funds; and
                             Alliance Capital Management
                             Technology Fund;  and he is
                             Chairman, President and Chief
                             Executive Officer of SRC Computers
                             Inc.
                             
Gordon E. Moore              Gordon E. Moore has been a director
70 Years Old                 of Intel since 1968 and Chairman
Director Since 1968          Emeritus of the Board since May
Chairman Emeritus of         1997. Dr. Moore co-founded the
the Board of the             Company in 1968 and has served on
Company                      the Board since that time. Prior to
                             1975, he served as Executive Vice
                             President. Between 1975 and 1979,
PHOTO APPEARS HERE           Dr. Moore served as President, and
                             between 1975 and 1987 he served as
                             Chief Executive Officer of the
                             Company. Dr. Moore served as
                             Chairman of the Board from 1979 to
                             1997. Currently, Dr. Moore is also
                             a director of Gilead Sciences, Inc.
                             and Transamerica Corporation. He is
                             also Chairman of the Board of
                             Trustees of the California
                             Institute of Technology, a member
                             of the National Academy of
                             Engineering, a Fellow of the IEEE
                             and a member of the Board of
                             Directors of Conservation
                             International.
                             
David S. Pottruck            David S. Pottruck was elected to
50 Years Old                 the Board of Directors of the
Director Since 1998          Company in December 1998. Mr.
President and Co-Chief       Pottruck is the President and Co-
Executive Officer of         Chief Executive Officer of The
The Charles Schwab           Charles Schwab Corporation. Mr.
Corporation                  Pottruck is also a director of
                             McKesson Corporation, Preview
                             Travel, Inc., Bay Area Sports
PHOTO APPEARS HERE           Organizing Committee and the U.S.
                             Ski and Snowboard Team Foundation.
                             He is a trustee of the University
                             of Pennsylvania.
                             
<PAGE> 4

Jane E. Shaw                 Jane E. Shaw has been a director of
60 Years Old                 Intel since 1993. Dr. Shaw is
Director Since 1993          Chairman and Chief Executive
Chairman and Chief           Officer of AeroGen, Inc., a private
Executive Officer of         company specializing in controlled
AeroGen, Inc.                delivery of drugs to the lungs. She
                             founded The Stable Network, a
                             biopharmaceutical consulting
PHOTO APPEARS HERE           company, in 1995. She was President
                             and Chief Operating Officer of ALZA
                             Corporation, a drug delivery
                             company, from 1987 to 1994. Dr.
                             Shaw is currently a director of
                             Aviron, McKesson Corporation, Boise
                             Cascade Corporation and Point
                             Biomedical Corporation, and
                             Chairman of the Board of
                             IntraBiotics Pharmaceuticals, a
                             privately held developer of
                             antimicrobial drugs.
                             
Leslie L. Vadasz             Leslie L. Vadasz has been a
62 Years Old                 director of Intel since 1988 and
Director Since 1988          became Senior Vice President,
Senior Vice President,       Director of Corporate Business
Director of Corporate        Development, in 1991. Mr. Vadasz
Business Development of      joined the Company in 1968 when it
the Company                  was founded and became Director of
                             Engineering in 1972. In 1975 he was
                             elected Vice President, and in 1976
PHOTO APPEARS HERE           he became Assistant General Manager
                             of the Microcomputer Division. From
                             1977 to 1979, he was Vice
                             President, General Manager of the
                             Microcomputer Components Division.
                             Mr. Vadasz became a Senior Vice
                             President in 1979 and served as
                             Director of Corporate Strategic
                             Staff from 1979 to 1986. From 1986
                             to 1990, he was Senior Vice
                             President, General Manager, and
                             then President of the Systems
                             Group. He is a Fellow of the IEEE.
                             
David B. Yoffie              David B. Yoffie has been a director
44 Years Old                 of Intel since 1989. He is Chairman
Director Since 1989          of the Compensation Committee of
Professor of                 the Board of Directors. He has been
International Business       Professor of Business
Administration, Harvard      Administration at the Harvard
Business School              Business School since 1990 and in
                             June 1993 was appointed to the
                             position of Max & Doris Starr
PHOTO APPEARS HERE           Professor of International Business
                             Administration. He was Associate
                             Professor of Business
                             Administration from 1985 to 1990
                             and has been on the Harvard
                             University faculty since 1981. He
                             is also a member of the Boards of
                             Directors of Bion, Inc. and the
                             National Bureau of Economic
                             Research.
                             
Charles E. Young             Charles E. Young has been a
67 Years Old                 director of Intel since 1974. He is
Director Since 1974          Chancellor Emeritus of the
Chancellor Emeritus of       University of California at Los
the University of            Angeles. Dr. Young served as
California, Los Angeles      Chancellor of the University of
                             California at Los Angeles from 1968
                             to 1997. He is also Chairman of the
PHOTO APPEARS HERE           Board of Governors Foundation for
                             the International Exchange of
                             Scientific and Cultural Information
                             by Telecommunications, a member of
                             the National Committee on United
                             States-China Relations, Inc., a
                             director of Nicholas-Applegate
                             Fund, Inc., a trustee of Nicholas-
                             Applegate Mutual Funds, a director
                             of the Canada/United States
                             Fulbright Commission and a director
                             of University Net.

     Except as noted above, each of the nominees has been engaged
in  the principal occupation set forth above during the past five
years.  There are no family relationships among any directors  or
executive  officers of the Company.  Stock ownership  information
is  shown  under  the  heading  "Security  Ownership  of  Certain
Beneficial  Owners and Management" and is based upon  information
furnished by the respective individuals.

<PAGE> 5

Retiring Director

Arthur Rock                  Arthur Rock has been a director of
72 Years Old                 Intel since its founding in 1968.
Director Since 1968          He is the Lead Independent Director
Venture Capitalist           and is Chairman of the Executive
                             Committee, the Audit & Finance
                             Committee and the Corporate
PHOTO APPEARS HERE           Governance Committee of the Board
                             of Directors. Mr. Rock is a
                             principal of Arthur Rock and
                             Company, a venture capital firm. He
                             is also a director of AirTouch
                             Communications, Inc. and Echelon
                             Corporation, a trustee of the
                             California Institute of Technology
                             and a member of the Board of
                             Governors of the National
                             Association of Securities Dealers.


Directors Emeriti

The  following have been elected by the Board of Directors to act
as  Directors Emeriti. Directors Emeriti are eligible  to  attend
Board and committee meetings, but they do not have voting rights.
Upon  Arthur  Rock's retirement from the Board of Directors,  the
Board intends to elect Mr. Rock a Director Emeritus.

Richard Hodgson      Richard Hodgson is a self-employed
82 Years Old         industrialist and was a director of Intel
Director Emeritus    from 1974 to 1993. He was formerly a
Since 1993           Corporate Senior Vice President of
Self-Employed        International Telephone and Telegraph
Industrialist        Company, and had worldwide responsibility
                     for the Engineered Products Group. Mr.
                     Hodgson's term as Director Emeritus will
                     end in May 1999.

Sanford Kaplan       Sanford Kaplan is a private investor and
82 Years Old         was a director of Intel from 1974 to 1993.
Director Emeritus    Mr. Kaplan retired from Xerox Corporation
Since 1993           in 1977 where he had served as a Senior
Private Investor     Vice President and director since 1969.
                     Prior to that time, Mr. Kaplan was a Senior
                     Vice President and director of Scientific
                     Data Systems, Inc., a mainframe computer
                     manufacturer acquired by Xerox Corporation
                     in 1969. Prior thereto, Mr. Kaplan was with
                     Ford Motor Company for 15 years where he
                     held various management positions. Mr.
                     Kaplan's term as Director Emeritus will end
                     in May 1999.

Max Palevsky         Max Palevsky is a self-employed
74 Years Old         industrialist and was a director of Intel
Director Emeritus    from 1968 to 1997. He is a self-employed
Since1997            investor and serves as a director of Komag,
Self-Employed        Incorporated. In 1961, Mr. Palevsky founded
Industrialist        Scientific Data Systems, Inc., which was
                     acquired by Xerox Corporation in 1969, at
                     which time he became a director and
                     Chairman of the Executive Committee of
                     Xerox Corporation. He retired as a director
                     of Xerox Corporation in 1972.

<PAGE> 6

BOARD COMMITTEES AND MEETINGS

      The  Company  currently  has standing  Executive,  Audit  &
Finance,   Nominating,  Corporate  Governance  and   Compensation
Committees  of  the Board of Directors. Each of these  committees
has  a  written charter that has been approved by the Board.  The
members of the committees are identified in the following table.

                          Audit &  Nominat- Corporate    Compen-
Director     Executive    Finance  ing      Governance   sation
- ----------    --------   --------  --------  --------   --------
C. Barrett        X                                         
J. Browne                    X                              X
W. Chen                      X         X         X          
A. Grove          X                                         
J. Guzy                      X       Chair       X          
G. Moore          X                                         
D. Pottruck                                                 
A. Rock*        Chair      Chair       X       Chair        X
J. Shaw                      X                              X
L. Vadasz                                                   
D. Yoffie                              X         X        Chair
C. Young                     X         X         X          
* Retiring                                                  
                                                            
      The  Executive Committee may exercise the authority of  the
Board between Board meetings, except to the extent that the Board
has delegated authority to another committee or to other persons,
and  except  as limited by Delaware law. The Executive  Committee
did not hold any formal meetings in 1998.

     The Audit & Finance Committee recommends for approval by the
Board  of  Directors  an  independent firm  of  certified  public
accountants whose duty it is to audit the financial statements of
the  Company for the fiscal year in which they are appointed. The
Audit  &  Finance  Committee  monitors  the  activities  of   the
Company's  internal  and external auditors, including  the  audit
scope,  the  external  audit fees and the  extent  to  which  the
independent   auditors  may  be  retained  to  perform   advisory
services. The Audit & Finance Committee also reviews the  results
of  the  internal and external audit work to assess the  adequacy
and  appropriateness  of the Company's financial  and  accounting
controls.  The  Audit  &  Finance Committee  reviews  changes  in
accounting  standards  that impact the financial  statements  and
obtains  an  explanation from management  of  all  major  events,
including  legal matters and tax audits that may have significant
financial  impact  or  are the subject of  discussions  with  the
independent  auditor. In addition, the Audit & Finance  Committee
oversees the Company's internal compliance programs and considers
various  capital  and  investment matters. The  Audit  &  Finance
Committee held three meetings during 1998.

      The Nominating Committee makes recommendations to the Board
regarding  the size and composition of the Board. The  Nominating
Committee  establishes  procedures for  the  nomination  process,
recommends candidates for election to the Board of Directors  and
nominates  officers  for election by the  Board.  The  Nominating
Committee held two meetings during 1998. The Nominating Committee
will   consider  nominees  proposed  by  the  stockholders.   Any
stockholder who wishes to recommend a prospective nominee for the
Board  of  Directors for the Nominating Committee's consideration
may  do  so by giving the candidate's name and qualifications  in
writing  to  the  Secretary  of the Company,  M/S  SC4-203,  2200
Mission College Blvd., Santa Clara, California 95052-8119.

      The  Corporate Governance Committee reviews and reports  to
the Board on a periodic basis with regard to matters of corporate
governance.  The Corporate Governance Committee also reviews  and
assesses the

<PAGE> 7

effectiveness of the Board's Guidelines on Significant  Corporate
Governance Issues and recommends to the Board proposed  revisions
thereto.  The  Corporate Governance Committee  held  one  meeting
during 1998.

      The  Compensation Committee administers the Company's stock
option plans, including the review and grant of stock options  to
officers  and  other employees under the Company's  stock  option
plans.  The  Compensation  Committee also  reviews  and  approves
various  other  Company compensation policies  and  matters,  and
reviews  and  approves  salaries and other  matters  relating  to
compensation  of  the  executive officers  of  the  Company.  The
Compensation Committee acted by written consent six times and met
two times during 1998.

     The Board of Directors held seven meetings during 1998. Each
director  is  expected to attend each meeting of  the  Board  and
those  committees on which he or she serves. No director attended
less  than  75%  of  all  the meetings of  the  Board  and  those
committees on which he or she served in 1998.

CORPORATE GOVERNANCE GUIDELINES AND POLICIES

The  Board  of  Directors has adopted Guidelines  on  Significant
Corporate  Governance Issues ("Corporate Governance  Guidelines")
and  in  1997  established  a Corporate Governance  Committee  to
oversee  the  Corporate Governance Guidelines and to  report  and
make recommendations to the Board concerning corporate governance
matters.  Among  other matters, the Board's Corporate  Governance
Guidelines include the following:

1.    A  majority  of  the members of the Board of Directors  are
      independent  directors, as defined in the applicable  rules
      for  Nasdaq-traded issuers. Independent  directors  do  not
      receive  consulting, legal or other fees from  the  Company
      other than Board compensation.
      
2.    Directors  stand for re-election every year. Directors  may
      not stand for re-election after age 72.
      
3.    Members of Board committees are appointed by the Board.
      
4.    The   Audit   &   Finance,  Nominating,  Compensation   and
      Corporate   Governance  Committees  consist   entirely   of
      independent directors.
      
5.    The  Board  has initiated a process whereby the  Board  and
      its   members  are  subject  to  periodic  evaluation   and
      assessment.
      
6.    The  Board  annually reviews the Company's strategic  long-
      range  plan,  business unit initiatives,  capital  projects
      and budget matters.
      
7.    The  Board has established the position of Lead Independent
      Director.  Independent directors meet on  a  regular  basis
      apart    from    other   Board   members   and   management
      representatives,  and  the  Lead  Independent  Director  is
      responsible  for  setting  the  agenda  and  running  these
      meetings.
      
8.    Succession   planning   and  management   development   are
      reported  periodically by the Chief  Executive  Officer  to
      the Board.
      
9.    The  Board evaluates the performance of the Chief Executive
      Officer  and  other  senior management personnel  at  least
      annually.
      
10.   Incentive   compensation  plans  link  pay   directly   and
      objectively to measured financial goals set in  advance  by
      the    Compensation   Committee.   See   "Report   of   the
      Compensation  Committee  on  Executive  Compensation"   for
      additional information.
      
The Corporate Governance Guidelines are published on the Internet
at the Company's Investor Relations Web site (www.intc.com).

<PAGE> 8

DIRECTORS' COMPENSATION

     Directors who are Company employees receive no additional or
special remuneration for serving as directors. In March 1998, non-
employee  director compensation was increased  from  $20,000  per
year  to  $24,000  per  year, payable in quarterly  installments.
Thus,  non-employee directors serving for the  entire  year  were
paid $23,000 in 1998. In addition, non-employee directors receive
a  fee  plus  out-of-pocket expenses for each  regular  Board  of
Directors meeting attended. From January through March 1998, this
fee  was  $2,000  per regular meeting attended.  Effective  April
1998,  this fee was increased to $4,000 for each regular  meeting
attended. Non-employee directors also receive a fee of  $500  for
each special telephonic Board of Directors meeting attended.  Mr.
Rock  received an additional $6,000 per year as Chairman  of  the
Executive Committee.

     Non-employee directors are also granted stock options by the
Company. In accordance with the Company's 1984 Stock Option Plan,
option  grants  to non-employee directors may not  exceed  20,000
shares  per  director  per year, and the exercise  price  of  the
options  must be equal to the fair market value on  the  date  of
grant.  During  1998,  each  non-employee  director  (except  Mr.
Pottruck)  was  granted an option to purchase a total  of  10,000
shares at an exercise price of $38.97 per share. Mr. Pottruck was
granted an option to purchase 10,000 shares at an exercise  price
of  $67.16  per  share  shortly after  he  joined  the  Board  of
Directors  in  December 1998. Non-employee director  options  are
exercisable in full one year from the date of grant.

      In  March 1998, the Board terminated its retirement program
for  non-employee  directors. The retirement program  provided  a
retirement benefit to any non-employee director who had at  least
10  years of service or who retired after the age of 65  with  at
least  five  years  of  service. Previously retired  non-employee
directors  were  unaffected  by the  termination,  and  all  non-
employee directors serving at the time of termination were vested
with  the number of years served (regardless of whether they  had
met  the  previous  vesting requirements). No  further  years  of
service   will  accrue  for  purposes  of  retirement   benefits.
Directors  vested  under the program receive  an  annual  benefit
equal  to  the  annual  retainer fee in effect  at  the  time  of
payment,  to be paid beginning at commencement of retirement  and
continuing for the lesser of the number of years served as a non-
employee  director or the life of the director. In 1998,  Messrs.
Hodgson,  Kaplan  and Palevsky each was paid  $23,000  under  the
program. Mr. Rock, upon his retirement as a director in May, will
also receive payments under this program.

      In  1998, the Company adopted a deferred compensation  plan
for   non-employee  directors.  Under  this  plan,   non-employee
directors may elect to defer up to 100% of their annual retainer,
meeting  fees  and fees for acting as a committee  chairman,  and
receive  an  investment return on the deferred funds  as  if  the
funds  were  invested in the Company's Common Stock. Non-employee
directors   participating  in  the  plan  may  make   irrevocable
elections to receive the deferred funds in a lump sum or in equal
annual  installments  over 5 years or  10  years,  and  to  begin
receiving  distributions  at retirement  or  at  the  earlier  of
retirement  and  a  date specified at the time of  the  election,
which  cannot  be  less than 24 months from  the  election  date.
Deferred  non-employee  director  compensation  is  an  unsecured
obligation  of  the Company. As of December 31,  1998,  only  Mr.
Yoffie  had  elected to participate in the deferred  compensation
plan.

<PAGE> 9

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

     The Company's executive compensation program is administered
by  the Compensation Committee of the Board of Directors. In this
regard,  the  role  of  the  Compensation  Committee,  which   is
comprised  entirely  of outside, non-employee  directors,  is  to
review  and  approve  salaries  and  other  compensation  of  the
executive officers of the Company and to administer the Executive
Officer Bonus Plan (the "EOBP"). The Compensation Committee  also
reviews  and approves various other Company compensation policies
and  matters,  and administers the Company's stock option  plans,
including the review and approval of stock option grants  to  the
executive officers of the Company.

General Compensation Philosophy

      The Company's general compensation philosophy is that total
cash compensation should vary with the performance of the Company
in  attaining financial and non-financial objectives and that any
long-term  incentive compensation should be closely aligned  with
the  interests  of  the  stockholders. The  Company  has  several
performance-based compensation programs in which the majority  of
Intel's  employees  are  eligible to  participate.  Most  Company
employees  not  compensated on a commission basis participate  in
the  Employee  Bonus  Program  (the  "EBP").  For  the  executive
officers,  participation in the EOBP is in lieu of  participation
in the EBP.

       Total  cash  compensation  for  the  majority  of  Intel's
employees,  including  its executive officers,  consists  of  the
following components:

- -    Base salary;

- -    A  cash  bonus (either through the EBP or the EOBP) that  is
     related  to growth in earnings per share of the Company  and
     is  based  on an individual bonus target for the performance
     period  (see "Executive Officer Bonus Plan" for a discussion
     of the bonus plan covering executive officers); and
     
- -    A cash bonus that is proportional to corporate profitability
     (see "Employee Cash Bonus Plan").
     
      Long-term  incentive compensation is realized  through  the
granting  of stock options to most employees, including  eligible
executive  officers. The Company has no other long-term incentive
plans.

     In addition to encouraging stock ownership by granting stock
options,  the  Company further encourages its  employees  to  own
Company  stock  through a tax-qualified employee  stock  purchase
plan,  which is generally available to all employees.  This  plan
allows  participants to buy Company stock at a  discount  to  the
market  price with up to 10% of their salary and bonuses (subject
to  certain limits), therefore allowing employees to profit  when
the value of the Company's stock increases over time.

Setting Executive Compensation

      In  setting  the  base salary and individual  bonus  target
amount  (together referred to as "BSBT") for executive  officers,
the  Compensation  Committee  reviews  information  relating   to
executive   compensation  of  U.S.-based   companies   that   are
considered  generally  comparable to the Company  (a  substantial
majority  of  which  companies are  included  in  the  Dow  Jones
Technology  Index). While there is no specific  formula  that  is
used  to  set  pay  in  relation to this market  data,  executive
officer  BSBT is generally set to be slightly below  the  average
salaries  for  comparable jobs in the marketplace. However,  when
the   Company's   business   groups  meet   or   exceed   certain
predetermined  financial and non-financial  goals,  amounts  paid
under  the Company's performance-based compensation programs  may
lead  to total cash compensation levels that are higher than  the
average  salaries for comparable jobs. The Compensation Committee
also  reviews  the compensation levels of the executive  officers
for  internal  consistency relative to the 100 most  highly  paid
employees of the Company.

      Section  162(m) of the Internal Revenue Code  of  1986,  as
amended (the "Code"), places a limit of $1,000,000 on the  amount
of  compensation that may be deducted by the Company in any  year
with  respect  to  each of the Company's five  most  highly  paid
executive  officers. Certain performance-based compensation  that
has been approved by stockholders is not subject to the deduction
limit. The Company's 1984 and 1988 stock

<PAGE> 10

option plans and the EOBP are qualified so that awards under such
plans  constitute performance-based compensation not  subject  to
Section   162(m)   of  the  Code.  To  maintain  flexibility   in
compensating executive officers in a manner designed  to  promote
varying  corporate  goals,  the Compensation  Committee  has  not
adopted a policy that all compensation must be deductible.

Base Salary

      The  Compensation  Committee reviews  the  history  of  and
proposals  for the compensation package of each of the  Company's
executive  officers,  including BSBT  and  its  base  salary  and
performance-based  compensation components. The  base  salary  is
then  set as a percentage of BSBT, taking into account the  level
and  amount  of  responsibility of the  individual.  In  general,
executive  officers  having  the  highest  level  and  amount  of
responsibility have the lowest percentage of their BSBT  as  base
salary  and  the  highest  percentage  of  their  BSBT  as  their
individual  bonus target amount. For example, in  1998  the  base
salary  for  Dr.  Barrett,  the  President  and  Chief  Executive
Officer,  was  50% of his total BSBT. The other executives'  base
salaries  (other than Dr. Moore's) were determined  in  the  same
manner, but the base salary segment as a percentage of their BSBT
for   1998  ranged  from  50%  to  65%  depending  on  their  job
responsibilities. Once fixed, base salary does not depend on  the
Company's performance. In 1998, Dr. Moore, the Company's Chairman
Emeritus, elected to receive, in lieu of BSBT, compensation equal
in  amount to that paid to outside directors (as described  under
"Directors' Compensation").

      As  a  result of this process, and in accordance  with  the
Company's  compensation philosophy that total  cash  compensation
should  vary with Company performance, the Compensation Committee
establishes base salaries of the Company's executive officers  at
levels  which the Compensation Committee believes are  below  the
average  base  salaries of executives of companies considered  by
the Compensation Committee to be comparable to the Company. Thus,
as  set  forth  below,  a large part of each executive  officer's
potential total cash compensation is dependent on the performance
of   the   Company  as  measured  through  its  performance-based
compensation programs.

Performance-Based Compensation

Executive Officer Bonus Plan

      The  EOBP  is  a  cash-based incentive bonus  program.  The
purpose  of the EOBP is to motivate and reward eligible employees
for   good  performance  by  making  a  portion  of  their   cash
compensation  dependent on growth in diluted earnings  per  share
("EPS") of the Company.

      The  EOBP provides for the determination of a maximum bonus
amount  which is established annually for each executive  officer
pursuant  to  a  predetermined objective formula,  subject  to  a
maximum  annual  limit  of $5,000,000. Under  this  predetermined
formula, the maximum bonus payment for any performance period  is
the  product  of  (i)  the executive officer's  individual  bonus
target for the performance period and (ii) the numerical value of
the Company's EPS for the performance period multiplied by a pre-
established  factor  (the "multiplier") set by  the  Compensation
Committee. For purposes of this formula, "EPS" means the  greater
of  (x)  the Company's operating income or (y) the Company's  net
income  (adjusted to reflect any unusual income statement items),
in  each  case  per  weighted average common  share  outstanding,
assuming  dilution  during  such  performance  period.  Operating
income  does not include interest and other income earned by  the
Company,  and  does not include a deduction for interest  expense
and  income  taxes; as a result, the figure for operating  income
per  share generally exceeds the figure for net income per share.
The  EPS  data to be utilized in the calculations (and  which  is
also  used  in  the Company's published financial statements)  is
reviewed and approved by the Compensation Committee.

      In  January  1998,  the Compensation Committee  established
individual  bonus targets ranging from $95,000  to  $490,000  for
each   of   the   then  executive  officers  except   Dr.   Moore
(representing  a  range  of 37% to 50%  of  BSBT),  and  set  the
multiplier  as 2.14 for the 1998 performance period (as  adjusted
to reflect the April 1999 two-for-one stock split described under
"Record Date and Share Ownership"). During this period, operating
income per share of $2.38 exceeded net income per share of  $1.77
and  led to an EPS value, as defined, of $2.38 to be used in  the
formula for determining the maximum bonus amount.

<PAGE> 11

     Under the EOBP, the Compensation Committee has discretion to
reduce (but not to increase) an individual's actual bonus payment
from  the amount that would otherwise be payable under the  above
formula.  In  the past, the Compensation Committee has  exercised
its  discretion  to pay bonuses at amounts which were  below  the
maximum  amounts  permitted under the EOBP.  The  EOBP  does  not
specify the factors that the Compensation Committee evaluates  in
the exercise of its discretion to reduce bonus payments under the
EOBP and does not require the Compensation Committee to make such
a  reduction.  The  EOBP  generally requires  that  an  executive
officer  be  on the Company's payroll as of the last day  of  the
performance period for which the bonus is payable in order to  be
eligible  to  receive payment of the bonus for  such  performance
period.

      For the 1998 performance period, the Compensation Committee
chose to exercise its discretion to reduce the bonus amounts paid
under  the EOBP to the amounts which would have been paid to  the
executive  officers under the EBP. Bonus payments under  the  EBP
are  generally lower than the maximum bonuses payable  under  the
EOBP,  in part because the EBP formula utilizes the reported  net
income  per share amount (adjusted to reflect any unusual  income
statement items), whereas the EPS utilized in the EOBP formula is
based  on  the  greater  of operating income  or  net  income  as
described above. The EBP formula also takes into account  whether
certain  business  group  objectives  have  been  met  over   the
performance  period.  For  example,  for  1998,  business   group
objectives considered in determining the bonus payments under the
EBP  included  financial and non-financial goals such  as  sales,
customer satisfaction, productivity measures, cost reduction  and
employee  training. The particular goals are set  each  year  and
vary  from  year to year. In determining bonuses payable  to  the
executive officers with responsibility for overall performance of
the  Company,  such as the Chairman of the Board  and  the  Chief
Executive  Officer, the Compensation Committee took into  account
the   corporate   average  score  on  achievement   of   business
objectives.   For   those   executive  officers   with   specific
responsibility  for  a  particular  business  group,  achievement
scores were based on either the individual business group's score
or  a  combination of the group's score and the corporate average
score.

Employee Cash Bonus Plan

      The  Employee  Cash Bonus Plan (the "ECBP")  is  a  profit-
sharing  program that offers cash rewards to employees, including
executive  officers,  based on corporate profitability.  Twice  a
year,  eligible employees receive .55 day's pay (calculated based
on eligible earnings for the six-month period, including one-half
of  EBP  or  EOBP  bonus  targets as applicable)  for  every  two
percentage  points of corporate pretax profit as a percentage  of
revenues, or a total payment based on 4% of net income, whichever
is  greater.  The Employee Cash Bonus is paid in  the  first  and
third  quarters  of each year based on corporate performance  for
the preceding two quarters.

      During 1998, payments based on 4% of net income resulted in
an annual cash bonus payment under the ECBP of 22.8 days' pay per
employee  (including one day's pay during 1998  as  a  result  of
meeting  corporate  goals  under a  vendor  of  choice,  customer
satisfaction program).

Profit-Sharing Retirement Plans

     The Company has both tax-qualified and non-qualified capital
accumulation/retirement    plans   ("Profit-Sharing    Retirement
Plans").  The  tax-qualified  plans  are  available  to  eligible
employees  in  the  U.S. and Puerto Rico, and there  are  similar
plans for certain of the Company's non-U.S. subsidiaries. The non-
qualified  plan is a supplemental plan that provides to  eligible
employees  in  the  U.S. those contributions that  could  not  be
contributed to their accounts under the qualified plan because of
limitations  under the Code. The Profit-Sharing Retirement  Plans
are  defined  contribution plans that are designed to  accumulate
retirement funds for employees, including the executive officers,
and to allow the Company to make contributions or allocations  to
those  funds.  The Company contribution is totally  discretionary
and  is  not based on any formula. The contributions approved  by
the Board may vary with the financial performance of the Company,
particularly  the  revenues and income of the  Company.  However,
there  are  no  corporate performance factors or  other  specific
factors  that  are  required to be considered  by  the  Board  in
determining  the contribution. Contributions made by the  Company
under  the  plans vest based on years of service. Vesting  begins
after  three years of service in 20% annual increments until  the
employee is 100% vested after seven years.

<PAGE> 12

     For 1998, the discretionary Company contributions (including
allocation of forfeitures) to the Profit-Sharing Retirement Plans
for all eligible employees, including executive officers, equaled
12.5% of eligible salary (which includes actual EBP or EOBP bonus
payments as applicable). Contributions to the qualified plan  are
limited under the Code. Where Code limits applied, the excess, up
to  12.5%  of eligible salary, was allocated to the non-qualified
plan for eligible employees, including executive officers.

Stock Options

      Stock  options are granted by the Company  to  aid  in  the
retention  of  employees and to align the interests of  employees
with  those of the stockholders. Stock options have value for  an
employee only if the price of the Company's stock increases above
the  fair market value on the grant date and the employee remains
in  the  Company's employ for the period required for  the  stock
option  to be exercisable, thus providing an incentive to  remain
in the Company's employ. In addition, stock options directly link
a  portion  of  an  employee's compensation to the  interests  of
stockholders  by  providing an incentive to maximize  stockholder
value.

      The  Company has a 1984 Stock Option Plan, as amended,  for
use  with officers and directors. The 1984 Stock Option  Plan  is
generally used for making annual grants to officers and directors
as  a part of the Company's executive performance review process.
Annual  stock option grants for executives are a key  element  of
market-competitive total compensation. In 1998, stock options for
the  executive  officers  were  granted  upon  recommendation  of
management and approval of the Compensation Committee. Individual
grant amounts were based on internal factors such as the size  of
prior  grants, relative job scope and contributions  made  during
the past year, as well as a review of publicly available data  on
senior  management compensation at other companies.  In  general,
initial  grants  are exercisable in increments over  a  five-year
period,  and subsequent grants are first exercisable  five  years
after  the  date of grant (e.g., options granted in  1998  become
exercisable in 2003). The Company had a 1988 Executive Long  Term
Stock  Option  Plan  ("ELTSOP"), under  which  the  Company  made
additional stock option grants to key officers and other  senior-
level  employees  in  recognition of their  future  potential  in
leading the corporation. The vesting schedule for these grants is
generally  longer  than that of regular stock options,  typically
vesting in increments beginning four years after the grant  date,
with  the  final  increment vesting eight years after  the  grant
date.  No  further  grants will be made under the  ELTSOP,  which
expired in September 1998, but the Company may continue to  grant
options with similar terms to key officers and other senior-level
employees under the 1984 Stock Option Plan. The Company also  has
a  1997  Stock Option Plan for use with all employees other  than
officers and directors. Stock options under all plans are granted
at a price equal to the fair market value on the date of grant.

Company Performance and CEO Compensation

      The  Company's compensation program is designed to  support
the  achievement of corporate and business objectives. This  pay-
for-performance  program  is  most  clearly  exemplified  in  the
compensation  of  the  Company's  Chief  Executive  Officer,  Dr.
Barrett.

      Dr.  Barrett  does  not  have an employment  contract.  Dr.
Barrett's  BSBT  is  determined in the same manner  as  described
above  for all executive officers. In setting compensation levels
for  the  Chief  Executive  Officer, the  Compensation  Committee
considers  data  reflecting comparative compensation  information
from  other  companies  for the prior  year.  In  line  with  the
Compensation   Committee's  general  practice  and  discretionary
authority,  however,  Dr. Barrett's 1998  salary  and  individual
bonus   target   were  not  tied  directly  to  the   comparative
compensation data. Upon assuming the role of CEO in May of  1998,
Dr.  Barrett's  base salary and bonus target were set  at  levels
which,  by  comparison  to selected companies  reflected  in  the
market  data (a majority of which companies are included  in  the
Dow  Jones  Technology Index), were 49% of the average  for  base
salary,   45%   of   the   average  for  target   incentive-based
compensation and 47% of the average for BSBT.

     Under the EOBP, Dr. Barrett's actual bonus for 1998 (paid in
1999)  was $1,698,600. This bonus, like the bonuses paid to  each
of the other executive officers under the EOBP, was less than the
maximum  bonus  provided  under  the  EOBP  formula  due  to  the
Compensation Committee's exercise of its discretion to reduce the
maximum  bonus to the bonus derived by utilizing the EBP formula,
as  described above. Although Dr. Barrett's BSBT was 47%  of  the
average total target compensation disclosed by the selected  peer
group, due

<PAGE> 13

to  the  high  variability  in the Company's  total  compensation
program  and  to the Company's strong 1998 financial performance,
his  actual  cash compensation (i.e., base salary and bonus)  for
1998  was  93%  of  the  average total actual  cash  compensation
disclosed by the selected peer group.

      In  1998,  the Compensation Committee awarded  Dr.  Barrett
stock  options to purchase 144,000 shares of stock. These options
first  become  exercisable  in 2003.  Additionally,  Dr.  Barrett
received a special stock option grant to purchase 600,000  shares
of stock; these options first become exercisable between 2002 and
2005.  In  1998,  the  Company also contributed  $20,000  to  Dr.
Barrett's  account  under the tax-qualified retirement  plan  and
allocated  $308,700  to  Dr. Barrett's  account  under  the  non-
qualified  retirement plan, based on the Company's 1998  results.
In  general, Dr. Barrett's retirement plan accounts are available
to  Dr.  Barrett  only  upon termination,  retirement,  death  or
disability.

      The Compensation Committee is pleased to submit this report
to the stockholders with regard to the above matters.

Compensation Committee:

David B. Yoffie, Chairman        Arthur Rock
                                 
John P. Browne                   Jane E. Shaw
                                 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Messrs. Browne and Rock and Drs. Yoffie and Shaw served  on
the  Compensation Committee in 1998. Mr. Rock was formerly a non-
employee  officer of the Company as Chairman of  the  Board  from
1970 to 1975. Dr. Yoffie's sister-in-law is President of Research
Connections, Inc., a market research company. During fiscal 1998,
Intel paid Research Connections, Inc. $69,800 for market research
and consulting services. Dr. Yoffie has no financial interest  in
Research Connections, Inc.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

      None of the Company's executive officers has employment  or
severance arrangements with the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In  November  1997, the Company loaned $1,134,000  to  Sean
Maloney  at  an  interest rate of 4.1% pursuant to the  Company's
employee relocation program. Mr. Maloney was a Vice President  of
the  Company  at  the  time of the loan and became  an  executive
officer in February 1998. This loan, which was originally due  in
November 1998, was extended and was paid in full in January 1999.

<PAGE> 14

STOCK PRICE PERFORMANCE GRAPH

      Set  forth  below is a line graph comparing the  cumulative
total  stockholder return on the Company's Common  Stock  against
the  cumulative  total return of the S&P 500 Index  and  the  Dow
Jones  Technology  Index for the period of five years  commencing
December  25,  1993 and ending December 26, 1998. The  graph  and
table assume that $100 was invested on December 25, 1993 in  each
of  the  Company's Common Stock, the S&P 500 Index  and  the  Dow
Jones  Technology Index, and that all dividends were  reinvested.
This  data was furnished by Standard & Poor's Compustat Services,
Inc.  and  Dow  Jones and Company, Inc. Intel and the  Dow  Jones
Technology  Index are based on Intel's fiscal year. The  S&P  500
Index is based on a calendar year.

     COMPARISON OF FIVE-YEAR CUMULATIVE RETURN AMONG INTEL,
      THE S&P 500 INDEX AND THE DOW JONES TECHNOLOGY INDEX
                                
                [PERFORMANCE GRAPH APPEARS HERE]
                                
                           1993  1994   1995  1996   1997   1998
                           ----  ----   ----  ----   ----   ----
Intel Corporation          $100  $103   $184  $440   $461   $815
S&P 500 Index              $100  $101   $139  $171   $229   $294
Dow Jones Technology       $100  $114   $161  $212   $246   $418
Index


<PAGE> 15

EXECUTIVE COMPENSATION

      The following tables set forth the annual compensation  for
both  individuals  who  served as the Company's  Chief  Executive
Officer  during  1998, and for the four most  highly  compensated
executive officers of the Company, other than the Chief Executive
Officer,  serving as executive officers at the end of  1998.  Dr.
Grove was Chief Executive Officer until May 1998 and was also one
of the four most highly compensated executive officers at the end
of 1998.



<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                                    
                                                                      Long-         
                                                                      Term          
                                                                     Compen-        
                                                                     sation         
                                      Annual Compensation           Awards(3)       
                               ---------------------------------    ---------       
                                                         Other                      
                                                         Annual    Securities     All
                                                        Compen-    Underlying    Other
Name and Principal                                       sation      Options    Compensa-
Position                Year   Salary($)   Bonus($)(1)   ($)(2)      (#)(4)    tion($)(5)
- ------------------      ----  ----------   ----------  ---------     -------   ----------
                                                                                         
<S>                    <C>    <C>          <C>                     <C>         <C>
Craig R. Barrett        1998     454,200    1,789,800     35,500       744,000    328,700
  President and         1997     365,000    2,190,100     38,400       120,000    295,000
  Chief Executive       1996     325,000    1,971,800     34,100       192,000    261,400
  Officer                                                                                
                                                                                         
Andrew S. Grove         1998     490,000    1,926,800        ---       744,000    406,900
  Chairman of the       1997     465,000    2,790,400        ---       144,000    384,000
  Board                 1996     425,000    2,578,300        ---       288,000    347,500
                                                                                         
Gerhard H. Parker       1998     290,000      989,700        ---        64,000    207,400
  Executive Vice        1997     275,000    1,382,300        ---       464,000    187,200
  President             1996     250,000    1,207,400        ---        96,000    159,900
  General Manager,                                                                       
  New Business Group                                                                     
                                                                                         
Leslie L. Vadasz        1998     255,000      879,800        ---        36,000    173,800
  Senior Vice           1997     250,000    1,148,200        ---        36,000    166,600
  President             1996     245,000    1,070,100        ---        72,000    152,800
  Director, Corporate                                                                    
  Business                                                                               
  Development                                                                            
                                                                                         
Paul S. Otellini        1998     243,800      812,200        ---        64,000    176,600
  Executive Vice        1997     225,000    1,179,800        ---       464,000    161,100
  President             1996     200,000    1,050,500        ---        96,000    136,600
  General Manager,                                                                       
  Intel Architecture                                                                     
  Business Group                                                                         
</TABLE>

- --------------

(1)   This  amount includes the bonuses paid under the  Executive
      Officer  Bonus  Plan and the Employee Cash Bonus  Plan  for
      1996,  1997  and 1998, and a one-time bonus of  $1,000  per
      employee in 1996.
      
(2)   Reimbursement  for  apartment near  corporate  headquarters
      and related taxes.
      
(3)   The  Company  does not offer any restricted  stock  awards,
      stock  appreciation  rights  or other  long-term  incentive
      programs.
      
(4)   Indicates  number  of  shares of  Common  Stock  underlying
      options.
      
(5)   All   amounts  listed  in  this  column  are  composed   of
      discretionary   Company  contributions   made   under   the
      Company's  non-qualified, defined  contribution  retirement
      plan  and  discretionary Company contributions  of  $20,000
      for  each  of  the named executives in each  of  the  years
      presented  to the Company's qualified, broad-based  defined
      contribution retirement plan. These amounts are to be  paid
      out   to   the   named  executives  (or  any   other   plan
      participant) only upon retirement, termination,  disability
      or death.
      

<PAGE> 16

<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
                                                                            
                             INDIVIDUAL GRANTS                              
               ----------------------------------------------
               Number of   % of Total                                 Potential Realizable
               Securities   Options     Exercise                        Value at Assumed
               Underlying  Granted to      or                         Annual Rates of Stock
                Options    Employees   Base Price                    Price Appreciation for
                Granted    in Fiscal   ($/Share)   Expiration          option term ($)(3)
Name             (#)(1)       Year        (2)         Date              5%           10%
- -----           -------      ------     -------      ------           -------      -------
<S>            <C>         <C>         <C>         <C>              <C>          <C>
C. Barrett       600,000     1.25%       $37.80     1/20/08         14,262,200     36,143,200
                 144,000     0.30%       $38.00     4/14/08          3,441,300      8,721,000

A. Grove         600,000     1.25%       $37.80     1/20/08         14,262,200     36,143,200
                 144,000     0.30%       $38.00     4/14/08          3,441,300      8,721,000

G. Parker         64,000     0.13%       $38.00     4/14/08          1,529,500      3,876,000
                                                                                             
L. Vadasz         36,000     0.07%       $38.00     4/14/08            860,300      2,180,200
                                                                                             
P. Otellini       64,000     0.13%       $38.00     4/14/08          1,529,500      3,876,000
                                                                                             

</TABLE>

- --------------

(1)  These options are first exercisable in 2003, except for  the
     option  for  600,000 shares granted to Dr. Grove,  which  is
     first  exercisable on various dates between 1999  and  2002,
     and  the  option for 600,000 shares granted to Dr.  Barrett,
     which  is  first exercisable on various dates  between  2002
     and 2005.
     
(2)  Under  all stock option plans, the option purchase price  is
     equal to fair market value at the date of the grant. All  of
     these  options  were granted on April 14, 1998,  except  for
     the  options  for  600,000 shares granted to  each  of  Drs.
     Grove and Barrett on January 20, 1998.
     
(3)  In   accordance  with  Securities  and  Exchange  Commission
     rules,  these  columns show gains that might exist  for  the
     respective  options,  assuming  that  the  market  price  of
     Intel's  Common  Stock appreciates from the  date  of  grant
     over a period of 10 years at the annualized rates of 5%  and
     10%,  respectively.  If the stock price  does  not  increase
     above  the exercise price at the time of exercise,  realized
     value  to  the named executives from these options  will  be
     zero.
     

<PAGE> 17

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
                                              Number of                      
                                        Securities Underlying      Value of Unexercised
                                         Unexercised Options       In-the-Money Options
                                         at December 26, 1998      at December 26, 1998
                                                (#)(1)                    ($)(2)
                                              ----------                ----------
               Shares                                                              
             Acquired on     Value        Exer-       Unexer-       Exer-       Unexer-
Name         Exercise(#)  Realized($)    cisable      cisable      cisable      cisable
- --------     -----------  -----------  ----------   ----------    ---------    ---------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
C. Barrett    2,865,696   114,231,947   1,078,976     1,504,000   63,636,800   54,189,300
A. Grove            ---           ---     384,000     1,848,000   21,842,900   71,113,400
G. Parker       530,304    20,309,766     580,672       848,000   34,372,900   29,323,400
L. Vadasz     1,355,328    54,759,038     484,672       312,000   28,542,400   14,145,500
P. Otellini     294,416    11,385,026     752,912     1,088,000   42,314,100   42,684,500

</TABLE>

- --------------

(1)  These  amounts represent the total number of shares  subject
     to  stock  options held by the named executives at  December
     26,  1998.  These  options  were granted  on  various  dates
     during the years 1989 through 1998.
     
(2)  These  amounts represent the difference between the exercise
     price  of the stock options and the closing price of Company
     stock on December 24, 1998 (the last day of trading for  the
     fiscal  year  ended December 26, 1998) for all  in-the-money
     options  held  by  each  named executive.  The  in-the-money
     stock  option  exercise prices range from $1.84  to  $38.19.
     These  stock  options were granted at the fair market  value
     of the stock on the grant date.
     

PENSION PLAN TABLE
                                            
                         Years of Service at Retirement (2)(3)
                        ---------------------------------------
Eligible                 15       20      25       30       35
Compensation (1)                                             
- -------------------    ------   ------  ------   ------   ------
$160,000 and above     $30,558 $40,744  $50,930  $61,116 $71,302
- -------------
(1)  The  plan  provides for minimum pension benefits  that  are
     determined  by  a  participant's years of service  credited
     under  the  plan, final average compensation,  taking  into
     account  the participant's Social Security wage  base,  and
     the  value of the participant's Company contributions, plus
     earnings,  in  the Profit-Sharing Retirement Plan.  If  the
     annuity value of the profit-sharing account balance exceeds
     the   pension  guarantee,  the  participant  will   receive
     benefits  from  the  Profit-Sharing Retirement  Plan  only.
     Compensation  includes regular earnings and  most  bonuses.
     However,   maximum  eligible  compensation  for   1998   is
     $160,000, in accordance with Internal Revenue Code  Section
     401(a)(17).   This  amount  is  subject  to  cost-of-living
     adjustments  in  accordance  with  Internal  Revenue   Code
     Section 415(d).
     
(2)  For  each of the employees named in the Summary Compensation
     Table  set forth above, the years of credited service as  of
     year-end   1998  under  the  Company's  pension   plan   are
     currently  as  follows: Dr. Barrett (24);  Dr.  Grove  (30);
     Dr. Parker (29); Mr. Vadasz (30); and Mr. Otellini (24).
     
(3)  The  table illustrates the estimated annual benefits payable
     in  the  form of a straight-life annuity upon retirement  at
     age  65  under the pension plan to persons in the  specified
     compensation  and  years  of  service  classifications   for
     Social  Security  benefits. The Employee  Retirement  Income
     Security  Act  of 1974 contains certain limitations  on  the
     amount  of  benefits  that may be paid under  pension  plans
     qualified  under  the  Internal Revenue  Code.  The  amounts
     shown  are  subject to reduction to the extent  they  exceed
     such  limitations  but  are  not subject  to  reduction  for
     Social Security benefits.
     

<PAGE> 18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      To  the  Company's  knowledge,  the  following  sets  forth
information  regarding  ownership of  the  Company's  outstanding
Common  Stock  on February 26, 1999 by (i) beneficial  owners  of
more than 5% of the outstanding shares of Common Stock, (ii) each
director,  director  emeritus and named  executive  officer,  and
(iii) all directors, directors emeriti and executive officers  as
a  group.  Except  as otherwise indicated below  and  subject  to
applicable  community property laws, each owner has  sole  voting
and sole investment powers with respect to the stock listed.


<TABLE>
<CAPTION>
                                                Number of            
                                                Shares of            
                                              Common Stock           
                                              Beneficially           
                                                Owned at         Percent
                                              February 26,          of
Stockholder                                       1999            Class
- ----------------                                --------         -------
<S>                                       <C>             <C>    <C>
                                                                 
Gordon E. Moore, Director and Chairman       177,635,795    (1)    5.3%
     Emeritus                                                        
2200 Mission College Blvd.
Santa Clara, California  95052-8119

Craig R. Barrett, Director, President          2,952,703    (2)     *
     and Chief Executive Officer                                     

John P. Browne, Director                          20,800    (3)     *
                                                                     
Winston H. Chen, Director                        470,000    (4)     *
                                                                     
Andrew S. Grove, Director, Chairman            5,496,359    (5)     *
                                                                     
D. James Guzy, Director                        6,556,176    (6)     *
                                                                     
David S. Pottruck, Director                       84,200    (7)     *
                                                                     
Arthur Rock, Director                         11,037,088    (8)     *
                                                                     
Jane E. Shaw, Director                           318,091    (9)     *
                                                                     
Leslie L. Vadasz, Director and Senior          3,591,247   (10)     *
     Vice President                                                  

David B. Yoffie, Director                        193,770   (11)     *
                                                                     
Charles E. Young, Director                        16,800   (12)     *
                                                                     
Richard Hodgson, Director Emeritus               215,700            *
                                                                     
Sanford Kaplan, Director Emeritus                122,400   (13)     *
                                                                     
Max Palevsky, Director Emeritus                  708,600            *
                                                                     
Paul S. Otellini, Executive Vice                 852,702   (14)     *
     President                                                       

Gerhard H. Parker, Executive Vice              1,009,664   (15)     *
     President                                                       

All directors, directors emeritus and        213,884,361   (16)    6.4%
executive officers as a group                                        
(23 individuals)


</TABLE>

____________________

*    Less than 1%.

(1)  Includes 612,400 shares held in trusts established  for  the
     benefit  of  Dr.  Moore's spouse,  as  to  which  Dr.  Moore
     disclaims beneficial ownership.
     
(2)  Includes  outstanding options to purchase 1,270,976  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(3)  Includes  outstanding  options to  purchase  20,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(4)  Includes  outstanding  options to purchase  310,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(5)  Includes  outstanding  options to purchase  732,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60  days from such date. Also includes 606,800 shares  owned
     by  a  private charitable foundation, as to which Dr.  Grove
     shares  asset  voting and disposition authority.  Dr.  Grove
     does  not  have a pecuniary interest in the shares  held  by
     the foundation.
     
(6)  Includes  6,164,640  shares held by  the  Arbor  Company  of
     which   Mr.  Guzy  is  a  general  partner.  Also   includes
     outstanding options to purchase 390,000 shares,  which  were
     exercisable as of February 26, 1999, or within 60 days  from
     such date.
     
(7)  Includes  400 shares held by daughter and 1,000 shares  held
     by  son.  Includes  an aggregate of 12,600  shares  held  in
     three  separate  Annuity  Trusts  for  the  benefit  of  Mr.
     Pottruck's  brother. Also includes 20,000  shares  owned  by
     three  separate private charitable foundations, as to  which
     Mr.  Pottruck shares asset voting and disposition authority.
     Mr.  Pottruck  does  not have a pecuniary  interest  in  the
     shares held by the foundations.
     
<PAGE> 19

(8)  Includes  3,840  shares held by Mr.  Rock's  spouse,  as  to
     which  Mr. Rock disclaims any beneficial interest and as  to
     which  he  has  no  voting  or disposition  authority.  Also
     includes  outstanding  options to purchase  390,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(9)  Includes  outstanding  options to purchase  302,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(10) Includes  outstanding  options to purchase  580,672  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60  days from such date. Also includes 222,800 shares  owned
     by  a  private charitable foundation, as to which Mr. Vadasz
     shares  asset voting and disposition authority.  Mr.  Vadasz
     does  not  have a pecuniary interest in the shares  held  by
     the foundation.
     
(11) Includes  outstanding  options to purchase  190,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(12) Includes  outstanding  options to  purchase  15,000  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days of such date.
     
(13) Includes  40,000 shares held by a family limited partnership
     of which Mr. Kaplan is a partner.
     
(14) Includes  outstanding  options to purchase  738,704  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(15) Includes  outstanding  options to purchase  556,672  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
(16) Includes  outstanding options to purchase 7,031,416  shares,
     which  were exercisable as of February 26, 1999,  or  within
     60 days from such date.
     
<PAGE> 20

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS (Proposal 2)

      Ernst  &  Young  LLP  have been the  Company's  independent
auditors   since   its  incorporation  in  1968   and,   at   the
recommendation  of the Audit & Finance Committee  of  the  Board,
have  been  selected by the Board of Directors as  the  Company's
independent  auditors  for the fiscal year  ending  December  25,
1999. In the event ratification of this selection of auditors  is
not  approved by a majority of the shares of Common Stock  voting
thereon, management will review its future selection of auditors.

      A  representative of Ernst & Young LLP is  expected  to  be
present  at  the  Annual Meeting and will have an opportunity  to
make a statement if he or she so desires. The representative will
also  be  available to respond to appropriate questions from  the
stockholders.

      Audit  services of Ernst & Young LLP for 1998 included  the
examination  of  the  consolidated financial  statements  of  the
Company  and services related to filings made with the Securities
and Exchange Commission, as well as certain services relating  to
the  consolidated quarterly reports and annual and other periodic
reports at international locations.

      The Audit & Finance Committee of the Company meets twice  a
year with Ernst & Young LLP and, on an annual basis, reviews both
audit  and non-audit services performed by Ernst & Young LLP  for
the  preceding year as well as the fees charged by Ernst &  Young
LLP  for  such services. Non-audit services are approved  by  the
Audit  &  Finance Committee, which considers, among other things,
the  possible effect of the performance of such services  on  the
auditors' independence.

     The Board of Directors recommends a vote FOR ratification of
the  appointment of Ernst & Young LLP as independent auditors for
the  Company  for the current year. Unless a contrary  choice  is
specified,  proxies solicited by the Board of Directors  will  be
voted FOR ratification of the appointment.

<PAGE> 21

OTHER MATTERS

      Section  16(a)  Beneficial Ownership Reporting  Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons  who  own
more  than  10%  of  a registered class of the  Company's  equity
securities, to file reports of ownership of, and transactions in,
the   Company's  securities  with  the  Securities  and  Exchange
Commission and The Nasdaq Stock Market. Such directors, executive
officers  and 10% stockholders are also required to  furnish  the
Company with copies of all Section 16(a) forms they file.

      Based  solely  on  a  review of the copies  of  such  forms
received  by  it,  and  on written representations  from  certain
reporting persons, the Company believes that during fiscal  1998,
all   Section  16(a)  filing  requirements  applicable   to   its
directors,  officers  and 10% stockholders  were  complied  with,
except  that  Paul Otellini and Arvind Sodhani, officers  of  the
Company, each filed one late report of a transaction.

      2000  Stockholder Proposals or Nominations.  From  time  to
time,  stockholders  of the Company submit  proposals  that  they
believe  should be voted upon at the Annual Meeting  or  nominate
persons for election to the Board of Directors. Pursuant to  Rule
14a-8 under the Securities Exchange Act of 1934, some stockholder
proposals  may  be eligible for inclusion in the  Company's  2000
Proxy Statement. Any such stockholder proposals must be submitted
in writing to the Secretary of the Company no later than December
8,  1999.  Stockholders interested in submitting such a  proposal
are  advised to contact knowledgeable counsel with regard to  the
detailed   requirements  of  applicable  securities   laws.   The
submission of a stockholder proposal does not guarantee  that  it
will be included in the Company's Proxy Statement.

      Alternatively, under the Company's Bylaws,  a  proposal  or
nomination that the stockholder does not seek to include  in  the
Company's Proxy Statement pursuant to Rule 14a-8 may be submitted
in  writing  to the Secretary of the Company for the 2000  Annual
Meeting  of Stockholders not less than 45 days nor more than  120
days  prior  to  the date on which the Company first  mailed  its
proxy  materials for the 1999 Annual Meeting, unless the date  of
the  2000 Annual Meeting of Stockholders is advanced by more than
30  days  or  delayed (other than as a result of adjournment)  by
more  than  30  days  from the anniversary  of  the  1999  Annual
Meeting.  For  the Company's 2000 Annual Meeting of Stockholders,
this means that any such proposal or nomination must be submitted
no  earlier than December 8, 1999 and no later than February  21,
2000.  If the date of the 2000 Annual Meeting of Stockholders  is
advanced by more than 30 days or delayed (other than as a  result
of  adjournment) by more than 30 days from the anniversary of the
1999  Annual  Meeting,  the  stockholder  must  submit  any  such
proposal or nomination no later than the close of business on the
later  of  the  60th  day  prior to the 2000  Annual  Meeting  of
Stockholders  or the 10th day following the day on  which  public
announcement  of  the date of such meeting  is  first  made.  The
stockholder's   submission   must   include   certain   specified
information concerning the proposal or nominee, as the  case  may
be,  and information as to the stockholder's ownership of  Common
Stock  of the Company. Proposals or nominations not meeting these
requirements  will  not be entertained at the Annual  Meeting  of
Stockholders.  If the stockholder does not also comply  with  the
requirements of Rule 14a-4 under the Securities Exchange  Act  of
1934,  the  Company may exercise discretionary  voting  authority
under  proxies  it solicits to vote in accordance with  its  best
judgment  on  any  such  proposal or nomination  submitted  by  a
stockholder.  Stockholders should contact the  Secretary  of  the
Company  in  writing at M/S SC4-203, 2200 Mission College  Blvd.,
Santa  Clara, California 95052-8119 to make any submission or  to
obtain  additional information as to the proper form and  content
of submissions.

     Financial Statements. The Company's financial statements for
the  year  ended December 26, 1998 are included in the  Company's
1998  Annual Report to Stockholders ("Annual Report"). Copies  of
the  Annual  Report are being sent to the Company's  stockholders
concurrently   with   the  mailing  of  this   Proxy   Statement.
Stockholders directly registered by name on the books  of  Harris
Trust  and Savings Bank or holding shares in nominee name through
certain  brokers and banks have in earlier mailings been  offered
the  opportunity to obtain this Proxy Statement  and  the  Annual
Report  by  accessing  it in electronic  form  on  the  Company's
Internet Web site instead of receiving paper copies. If you  have
not  received  or had access to the Annual Report, please  notify
the  Secretary of the Company, M/S SC4-203, 2200 Mission  College
Blvd.,  Santa  Clara, California 95052-8119, and a copy  will  be
sent to you. The Company's Annual Report and this Proxy Statement
are   available   on   Intel's  Investor   Relations   Web   site
(www.intc.com).

<PAGE> 22

      Other  Matters.  At  the date hereof, there  are  no  other
matters  that the Board of Directors intends to present,  or  has
reason to believe others will present, at the Annual Meeting.  If
other  matters come before the Annual Meeting, the persons  named
in  the  accompanying form of proxy will vote in accordance  with
their best judgment with respect to such matters.

      Proxy  Solicitation. The expense of solicitation of proxies
will be borne by the Company. The Company has retained D. F. King
&  Co.,  Inc.  to  solicit proxies for a fee of  $11,000  plus  a
reasonable  amount  to  cover  expenses.  Proxies  may  also   be
solicited  by  certain of the Company's directors,  officers  and
other  employees, without additional compensation, personally  or
by  written  communication, telephone or other electronic  means.
The  Company is required to request brokers and nominees who hold
stock  in  their name to furnish the Company's proxy material  to
beneficial  owners of the stock and will reimburse  such  brokers
and  nominees for their reasonable out-of-pocket expenses  in  so
doing.

VOTING VIA THE INTERNET OR BY TELEPHONE

- ---------------------------------------------------------------
If you hold your shares            If you hold your shares in
directly registered in your        an account with a broker or
name with Harris Bank:             bank that participates in
                                   the ADP Investor
                                   Communication Services
                                   program:
- ---------------------------------------------------------------
To vote by phone (within the        To vote by phone: your
U.S. and Canada only, toll-         voting form from your
free): (888) 266-6795               broker or bank will show
 To vote via the Internet:          the telephone number to
 www.harrisbank.com/wproxy          call.
                                    To vote via the Internet:
                                    www.proxyvote.com
- ---------------------------------------------------------------

       For  Shares  Directly  Registered  in  the  Name  of   the
Stockholder.  Stockholders with shares registered  directly  with
Harris  Bank  may  vote  those shares telephonically  by  calling
Harris  Bank at (888) 266-6795 (within the U.S. and Canada  only,
toll-free), or via the Internet at Harris Bank's voting Web  site
(www.harrisbank.com/wproxy).

      For  Shares Registered in the Name of a Broker or  Bank.  A
number  of  brokers  and  banks are participating  in  a  program
provided through ADP Investor Communication Services that  offers
telephone  and Internet voting options. This program is different
from  the  program provided by Harris Bank for shares  registered
directly in the name of the stockholder. If your shares are  held
in  an  account with a broker or bank participating  in  the  ADP
Investor  Communication  Services program,  you  may  vote  those
shares  telephonically by calling the telephone number  shown  on
the  voting  form received from your broker or bank, or  via  the
Internet at ADP Investor Communication Services' voting Web  site
(www.proxyvote.com).

     General Information for All Shares Voted Via the Internet or
By  Telephone. Votes submitted via the Internet or  by  telephone
must be received by 12:00 midnight, Central Daylight Time, on May
18,  1999. Submitting your proxy via the Internet or by telephone
will not affect your right to vote in person should you decide to
attend the Annual Meeting.

     The telephone and Internet voting procedures are designed to
authenticate  stockholders' identities, to allow stockholders  to
give  their voting instructions and to confirm that stockholders'
instructions  have been recorded properly. The Company  has  been
advised by counsel that the Internet voting procedures that  have
been  made available through Harris Bank are consistent with  the
requirements  of  applicable  law. Stockholders  voting  via  the
Internet  should  understand that there may be  costs  associated
with  electronic  access,  such as usage  charges  from  Internet
access  providers and telephone companies, that must be borne  by
the stockholder.

                            By Order of the Board of Directors
                            
                            /s/F. Thomas Dunlap, Jr.
                        By: F. THOMAS DUNLAP, JR., Secretary
                            
Santa Clara, California     
Dated:  April 6, 1999       
                            
<PAGE> 23

                 COMMUNICATING WITH THE COMPANY
                                
      We  have from time to time received calls from stockholders
inquiring  about  the available means of communication  with  the
Company.  We  thought that it would be helpful to describe  these
arrangements, which are available for your use.

- -    If  you  would like to receive information about Intel,  you
     may use one of these convenient methods:
     
      1.   To  have  information  such as the  Company's  latest
           Quarterly Earnings Release, Form 10-K, Form  10-Q  or
           Annual Report mailed to you, please call the transfer
           agent,  Harris Trust and Savings Bank, at (800)  298-
           0146  (within the U.S. and Canada) or (312)  360-5125
           (outside the U.S. and Canada, call collect).
           
      2.   To listen to a recording of our most recent Quarterly
           Earnings  Release or to reach a Stockholder  Services
           representative,  please call (800)  298-0146  (within
           the  U.S. and Canada) or (312) 360-5125 (outside  the
           U.S. and Canada, call collect).
           
      3.   To  view  Intel's  home page on the  Internet,  visit
           Intel's  main Web site (www.intel.com). Intel's  home
           page  gives  you  access  to product,  marketing  and
           financial  data;  an on-line version  of  this  Proxy
           Statement  and Intel's Annual Report to Stockholders;
           and job listings.
           
- -    If  you  would  like  to  write  to  us,  please  send  your
     correspondence to the following address:
     
      Intel Corporation
      2200 Mission College Blvd.
      Santa Clara, CA  95052-8119 USA
      Attn:  Investor Relations, RN5-24
      
As  a stockholder, you will continue to receive the Annual Report
and  Proxy  Statement either by mail or via the Internet  if  you
choose that option.

<PAGE> BACK COVER

[MAP  INDICATING  THE  LOCATION OF THE 1999  SHAREHOLDER  MEETING
APPEARS HERE]

Directions

The  Santa  Clara Convention Center is located at the  corner  of
Great  America  Parkway and Tasman Drive.  There  is  parking  in
front  of  the  building and a large parking  garage  behind  the
Center.  There is NO CHARGE for parking.

From San Francisco
- ------------------
Take  101 South to the Great America Parkway exit. Go East  onto
Great  America Parkway (a left turn). Follow for 1 1/2 miles  to
Tasman Drive. Turn right onto Tasman Drive, and the Center  will
be on your left.

From Oakland
- ------------
Take  880  South  to 237 West.  Turn left at the  Great  America
Parkway Exit.  Follow for about 3/4 mile.  Turn left onto Bunker
Hill  Drive (the Westin Hotel will be on your left).  This  will
bring  you  directly into the parking garage for the Center  and
hotel.

From San Jose/Monterey/Morgan Hill
- ----------------------------------
Take  101 North to the Great America Parkway Exit.  Go East onto
Great America Parkway (a Right turn).  Follow for 1 1/2 miles to
Tasman Drive.  Turn Right onto Tasman Drive and the Center  will
be on your left.

From Sacramento/Walnut Creek/Dublin
- -----------------------------------
Take  680  South to Calaveras Highway/237 West.  See  directions
from Oakland (237 West).

From Santa Cruz/Los Gatos
- -------------------------
Take 880 North to 101 North.  See directions from San Jose.

<PAGE>

<TABLE>
<CAPTION>

               please mark vote in oval in the following manner using dark ink only   [ ]
                                                                                                  
                                                                                                  
<S>                                    <C>   <C>      <C>      <C>                  <C>  <C>      <C>
- -----------------------------------                                                             
The Board of Directors recommends a  For    With-   For All                                     
vote FOR proposals 1 and 2.          All    hold    Except                        For  Against  Abstain
- -----------------------------------                                                                   
                                                                                                      
1.Election of Director nominees        [ ]     [ ]      [ ]    2.Ratification of    [ ]    [ ]      [ ]
  listed below                                                   Ernst & Young, LLP
01 C. Barrett  02 J. Browne   03 W. Chen                         as Independent                    
04 A. Grove    05 J. Guzy     06 G. Moore                        Auditors
07 D. Pottruck 08 J. Shaw     09 L. Vadasz
10 D. Yoffie   11 C. Young

- ------------------------------------------                   Mark here if you plan [ ]
Except Nominee(s) written above                              to attend the Annual
                                                             Meeting in person.

                                                                            NOTE:   Please sign  exactly
                                                                            as   name  appears  on  this
                                                                            Proxy.   Joint  owners  must
                                                                            each    sign.     Attorneys,
                                                                            executors,   administrators,
                                                                            trustees     or    guardians
                                                                            signing  in a representative
                                                                            capacity   must  give   full
                                                                            title.
The  number of shares shown on this proxy                                              
has  not  been adjusted for  the  2-for-1                                              
stock  split  in the form  of  a  special   Signature:__________________________       Date:_________
stock distribution which was declared  by                                              
Intel  Corporation payable on  April  11,   Signature:__________________________       Date:_________
1999   to   stockholders  of  record   on
March 23, 1999.

[ ] Mark here for address change and note on reverse side.

                                          FOLD AND DETACH HERE
Control Number                    YOU CAN VOTE BY TELEPHONE OR INTERNET!                 [INTEL LOGO]
                               AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK

Instead  of  mailing  your proxy, you may choose one of the two  voting  methods
outlined below to vote your proxy.  Have this proxy card in hand when you vote.


                                TO VOTE BY PHONE
                                        
                        (within the U.S. and Canada only)
                                        
o    Call  toll  free 1-888-266-6795 from a touch tone telephone.  There  is  NO
     CHARGE for this call.
     
o    Enter the six-digit Control Number located above.

     Option 1: If you choose to vote as the Board of Directors recommends on ALL
               proposals,  press  1.  When asked, please confirm  your  vote  by
               pressing 1 again.
               
     Option 2: If  you choose to vote on EACH proposal SEPARATELY, press  0  and
               follow  the recorded instructions.  Your vote selections will  be
               repeated and you will have an opportunity to confirm them.
               

                             TO VOTE ON THE INTERNET
o    Go to the following website:  www.harrisbank.com/wproxy

o    Enter the information requested on your computer screen, including your six-
     digit Control Number located above, then follow the voting instructions  on
     the screen.
     


   If you vote by telephone or the Internet, DO NOT mail back this proxy card.
    Proxies submitted by telephone or the Internet must be received by 12:00
                                    midnight,
                     Central Daylight Time, on May 18, 1999.
                                        
                              THANK YOU FOR VOTING!
                                        
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                       
PROXY                                                                                             PROXY
                                           INTEL CORPORATION
                    2200 Mission College Blvd., Santa Clara, California 95052-8119
                Proxy Solicited by Board of Directors for Annual Meeting - May 20, 1998
ANDREW  S.  GROVE, CRAIG R. BARRETT and F. THOMAS DUNLAP, JR., or any of them, each with the  power  of
substitution, are hereby authorized to represent and vote the shares of the undersigned, with  all  the
powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders
of  Intel  Corporation  to  be  held on Wednesday, May 19, 1999 or at any postponement  or  adjournment
thereof.
Shares  represented by this proxy will be voted as directed by the stockholder.  If no such  directions
are indicated, the Proxies will have authority to vote FOR Item 1 (the election of directors), FOR Item
2  (ratification  of the appointment of independent auditors).  In their discretion,  the  Proxies  are
authorized to vote upon such other business as may properly come before the meeting.
<S>                                                      <C>
                                                                                  
                                                                    IF VOTING BY PAPER,
New Address:   ______________________________                PLEASE MARK, SIGN, DATE AND MAIL
               ______________________________                 THIS PROXY CARD PROMPTLY, USING
               ______________________________                      THE ENCLOSED ENVELOPE
                                                       (Continued and to be signed on reverse side.)
                                                                       SEE REVERSE SIDE
[INTEL LOGO]                                                                   

                         Annual Meeting of Stockholders
                                Intel Corporation
                May 19, 1999 - 10:00 a.m. (Pacific Daylight Time)




                          Santa Clara Convention Center
                           5001 Great America Parkway
                             Santa Clara, California


   [MAP INDICATING THE LOCATION OF THE 1999 SHAREHOLDER MEETING APPEARS HERE]
                                        


</TABLE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission