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: BARSHEFSKY CHARLENE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-21	COMMON	M	2823	—	Acquired	2823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-17	Restricted Stock Units	$0	A	3376	Disposed		COM.STK (3376)	Direct
2008-07-17	Restricted Stock Units	$0	A	3377	Disposed		COM.STK (3377)	Direct
2008-07-17	Restricted Stock Units	$0	A	3377	Disposed		COM.STK (3377)	Direct
2008-07-21	Restricted Stock Units	$0	M	2823	Disposed	2008-07-21	COM.STK (2823)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	6800	Indirect
COMMON	8200	Indirect

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: 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.

F5: This amount includes 2,413 Restricted Stock Units that have vested as to which the settlement has been deferred. Ambassador Barshefsky also holds 39,000 options with the right to buy Intel Corporation common stock and also owns directly 6,838 phantom share units acquired under the Intel Corporation 2006 Deferral Plan for Outside Directors.