INTEL CORP — Director's Dealing 2008

May 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2008-05-21

Reporting Person: GUZY D JAMES SR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-21	COMMON	M	11402	—	Acquired	10271577	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-21	Restricted Stock Units	$0	M	11402	Disposed	2008-05-21	COM.STK (11402)	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: Vesting of the RSUs accelerated under the terms of the RSUs and converted into common stock.

F4: Mr. Guzy also holds 109,000 options with the right to buy Intel Corporation common stock.