INTEL CORP — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2005-12-30

Reporting Person: SHAW JANE E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-30	Phantom Stock Units	$0	A	994	Acquired		COM.STK (994)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	165049	Indirect

Footnotes

F1: Includes 85.546 shares acquired under the Intel Corporation Dividend Reinvestment Plan during December 2005.

F2: The conversion rate is 1-for-1.

F3: Date exercisable and expiration date are the reporting person's retirement date which is currently unknown.

F4: Dr. Shaw holds 149,000 options with the right to buy Intel Corporation common stock.