INTEL CORP — Director's Dealing 2008

Jul 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2008-07-17

Reporting Person: THORNTON JOHN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-21	COMMON	M	4741	—	Acquired	7564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-17	Restricted Stock Units	$0	A	2225	Acquired	2009-07-17	COM.STK (2225)	Direct
2008-07-17	Restricted Stock Units	$0	A	2225	Acquired	2010-07-17	COM.STK (2225)	Direct
2008-07-17	Restricted Stock Units	$0	A	2225	Acquired	2011-07-17	COM.STK (2225)	Direct
2008-07-21	Restricted Stock Units	$0	M	1918	Disposed	2008-07-19	COM.STK (1918)	Direct
2008-07-21	Restricted Stock Units	$0	M	2823	Disposed	2008-07-21	COM.STK (2823)	Direct

Footnotes

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

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, 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.

F4: Mr. Thornton holds 46,500 options with the right to buy Intel Corporation common stock.