INTEL CORP — Director's Dealing 2009

May 1, 2009

SEC Form 4/A — Form 4/A

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2009-04-16

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-16	Performance-based Restricted Stock Units	$0	A	70690	Acquired		Common Stock (70690)	Direct

Footnotes

F1: Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 33% and no more than 200% of one share of Intel common stock, together with dividend equivalent shares on the vested number of shares. The resulting number of shares of Intel common stock acquired upon vesting of the Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year period beginning on the grant date and ending on the third anniversay of the grant date, unless that date falls on a date that the NASDAQ Stock Market is closed, in which case the next business date that the NASDAQ Stock Market is open shall apply.

F2: The number of Performance-based Restricted Stock Units has been reduced from the number originally reported on the Form 4 filed April 20, 2009, following completion of a definitive valuation of the award subsequent to that date.

F3: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 33% and no more than 200% of one share of Intel common stock three years and one month after the grant date (together with dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.