INTEL CORP — Director's Dealing 2004

Jan 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2004-01-26

Reporting Person: OTELLINI PAUL S (Director, PRESIDENT AND COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-26	COMMON	M	192000	$4.20	Acquired	683048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-26	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	2618	Indirect
COMMON	1286	Indirect
COMMON	700	Indirect

Footnotes

F1: This is not a required reportable field. New SEC software requires a dollar amount; use zeros per SEC.