INTEL CORP — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2004-03-31

Reporting Person: SHAW JANE E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Share Units	$0	A	746	Acquired	1988-08-08	COM.STK (746)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	148551	Indirect

Footnotes

F1: Includes 39 shares acquired under the Intel Corporation Dividend Reinvestment Plan between December 2003 and March 2004.

F2: Conversion rate is 1-for-1. SEC software requires a dollar amount; use zeros per SEC.

F3: Date Exercisable and Expiration Date are the reporting person's retirement date which is currently unknown. SEC software requires a date; use 8/8/1988 for both dates per SEC.