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: OTELLINI PAUL S (Director, PRESIDENT AND CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-21	Employee Option (right to buy)	$19.51	A	130000	Acquired	2013-04-21	COM.STK (130000)	Direct
2006-04-21	Employee Option (right to buy)	$19.51	A	130000	Acquired	2013-04-21	COM.STK (130000)	Direct
2006-04-21	Employee Option (right to buy)	$19.51	A	130000	Acquired	2013-04-21	COM.STK (130000)	Direct
2006-04-21	Employee Option (right to buy)	$19.51	A	130000	Acquired	2013-04-21	COM.STK (130000)	Direct
2006-04-21	Restricted Stock Units	$	A	11250	Acquired	2007-04-21	COM STK (11250)	Direct
2006-04-21	Restricted Stock Units	$	A	11250	Acquired	2008-04-21	COM STK (11250)	Direct
2006-04-21	Restricted Stock Units	$	A	11250	Acquired	2009-04-21	COM STK (11250)	Direct
2006-04-21	Restricted Stock Units	$	A	11250	Acquired	2010-04-21	COM STK (11250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	695376	Direct
COMMON	700	Indirect
COMMON	2680	Indirect
COMMON	1317	Indirect

Footnotes

F1: Includes 7.132 shares acquired under the Intel Corporation Dividend Reinvestment Plan during March 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.