INTEL CORP — Director's Dealing 2007

Apr 25, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2007-04-23

Reporting Person: HOLT WILLIAM M (V. PRES. GM, TECH & MFG GRP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-23	COMMON	M	2000	—	Acquired	64234	Direct
2007-04-23	COMMON	F	710	$21.96	Disposed	63524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-04-23	Restricted Stock Units	$0	M	2000	Acquired	2007-04-23	COM.STK (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	13010	Indirect
COMMON	1000	Indirect
COMMON	1601	Indirect
COMMON	2	Indirect

Footnotes

F1: Shares acquired on the vesting of restricted stock units

F2: Shares withheld for payment of tax liability

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 25% 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: Mr. Holt also holds 1,065,626 options with the right to buy Intel common stock