INTEL CORP — Director's Dealing 2004

Apr 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2004-04-15

Reporting Person: SODHANI ARVIND (VICE PRESIDENT AND TREASURER)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-15	Employee Option (right to buy)	$27.00	A	15000	Acquired	2014-04-15	COM. STK (15000)	Direct
2004-04-15	Employee Option (right to buy)	$27.00	A	15000	Acquired	2014-04-15	COM.STK (15000)	Direct
2004-04-15	Employee Option (right to buy)	$27.00	A	15000	Acquired	2014-04-15	COM.STK (15000)	Direct
2004-04-15	Employee Option (right to buy)	$27.00	A	15000	Acquired	2014-04-15	COM.STK (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	1120058	Direct
COMMON	8000	Indirect
COMMON	13975	Indirect
COMMON	1315	Indirect

Footnotes

F1: Not a Required Reportable Field. SEC software requires a dollar amount; use zeros per SEC.

F2: Mr. Sodhani holds 240,238 phantom stock units based on unit value of his Intel Corporation nonqualified excess benefit plan account as of March 31, 2004.