INTEL CORP — Director's Dealing 2006

Apr 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2006-04-21

Reporting Person: SODHANI ARVIND (SENIOR VICE PRESIDENT)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-21	Employee Option (right to buy)	$19.51	A	35000	Acquired	2013-04-21	COM.STK (35000)	Direct
2006-04-21	Employee Option (right to buy)	$19.51	A	35000	Acquired	2013-04-21	COM.STK (35000)	Direct
2006-04-21	Employee Option (right to buy)	$19.51	A	35000	Acquired	2013-04-21	COM.STK (35000)	Direct
2006-04-21	Employee Option (right to buy)	$19.51	A	35000	Acquired	2013-04-21	COM.STK (35000)	Direct
2006-04-21	Restricted Stock Units	$	A	3000	Acquired	2007-04-21	COM.STK (3000)	Direct
2006-04-21	Restricted Stock Units	$	A	3000	Acquired	2008-04-21	COM.STK (3000)	Direct
2006-04-21	Restricted Stock Units	$	A	3000	Acquired	2009-04-21	COM.STK (3000)	Direct
2006-04-21	Restricted Stock Units	$	A	3000	Acquired	2010-04-21	COM.STK (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	772006	Direct
COMMON	4000	Indirect
COMMON	32	Indirect

Footnotes

F1: Includes 917 shares acquired under the Intel Corporation Stock Participation Plan during February, 2006.

F2: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F3: Unless earlier forfeited under the terms of the RSU, 25% of the award vests and converts into common stock on each anniversary of the grant date.