INTEL CORP — Director's Dealing 2006

May 9, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2006-05-05

Reporting Person: SODHANI ARVIND (SR VICE PRES; PRES INTEL CAP.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-05	COMMON	M	140000	$11.93	Acquired	405591	Direct
2006-05-05	COMMON	M	240000	$11.93	Acquired	645591	Direct
2006-05-05	COMMON	M	320000	$11.93	Acquired	965591	Direct
2006-05-05	COMMON	S	700000	$19.45	Disposed	265591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-05	Employee Option (right to buy)	$11.93	M	140000	Disposed	2006-09-18	CMN. STK. (140000)	Direct
2006-05-05	Employee Option (right to buy)	$11.93	M	240000	Disposed	2006-09-18	CMN. STK. (240000)	Direct
2006-05-05	Employee Option (right to buy)	$11.93	M	320000	Disposed	2006-09-18	CMN. STK. (320000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	4000	Indirect
COMMON	32	Indirect

Footnotes

F1: Mr. Sodhani holds 12,000 restricted stock units and each unit represents the right to receive, following vesting, one share of Intel Corporation common stock.