INTEL CORP — Director's Dealing 2004

Mar 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2004-03-25

Reporting Person: SODHANI ARVIND (VICE PRESIDENT AND TREASURER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-25	COMMON	M	192000	$4.20	Acquired	1120058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-25	Employee Stock Option (right to buy)	$4.20	M	192000	Disposed	2004-04-12	COM. STK (192000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	13531	Indirect
COMMON	8000	Indirect
COMMON	1313	Indirect

Footnotes

F1: INCLUDES 999 SHARES ACQUIRED UNDER THE INTEL CORPORATION STOCK PARTICIPATION PLAN DURING FEBRUARY 2004.

F2: Not a Required Reportable Field. SEC software requires a dollar amount; use zeros per SEC.

F3: Mr. Sodhani holds 239,915 phantom stock units based on unit value of his Intel Corporation nonqualified excess benefit plan account as of December 31, 2003.