INTEL CORP — Director's Dealing 2007

Jul 23, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2007-07-19

Reporting Person: SHAW JANE E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-23	COMMON	M	2823	—	Acquired	2823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-19	Restricted Stock Units	$0	A	1918	Acquired		COM.STK (1918)	Direct
2007-07-19	Restricted Stock Units	$0	A	1918	Acquired		COM.STK (1918)	Direct
2007-07-19	Restricted Stock Units	$0	A	1919	Acquired		COM.STK (1919)	Direct
2007-07-23	Restricted Stock Units	$0	M	2823	Disposed	2007-07-23	COM.STK (2823)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	166100	Indirect

Footnotes

F1: Shares acquired on the vesting of restricted stock units.

F2: Includes 1,959 shares acquired under the Intel Corporation Direct Stock Purchase and Dividend Reinvestment Plan In June 2007.

F3: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F4: Unless earlier forfeited under the terms of the RSU, 33 1/3% of the award vests and converts into common stock on each anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply

F5: The reporting person elected to defer settlement of his/her grant of Restricted Stock Units until the termination of his/her service to the Intel Corporation Board of Directors.

F6: Dr. Shaw holds 129,000 options with the right to buy Intel Corporation common stock and also owns directly 15,861 phantom share units acquired under the Intel Corporation 2006 Deferral Plan for Outside Directors..