INTEL CORP — Director's Dealing 2008

Apr 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2008-04-21

Reporting Person: KILROY THOMAS M (VP DIGITAL ENTERPRISE GRP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-21	COMMON	M	6750	—	Acquired	6750	Direct
2008-04-21	COMMON	F	2601	$22.455	Disposed	4149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-21	Restricted Stock Units	$0	M	4500	Disposed	2008-04-19	COM.STK (4500)	Direct
2008-04-21	Restricted Stock Units	$0	M	2250	Disposed	2008-04-21	COM.STK (2250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON	24312	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. Kilroy also holds 751,292 options with the right to buy Intel Corporation common stock.