FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   TALWALKAR ABHIJIT Y 2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2005 3. Issuer Name and Ticker or Trading Symbol INTEL CORP [INTC] (Last) (First) (Middle) INTEL CORPORATION, 2200 MISSION COLLEGE BLVD. 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VICE PRESIDENT 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SANTA CLARA, CA 95052 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) COMMON 0 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	04/09/2001	04/09/2006	COM.STK	20,400	$ 7.67	D	Â
Employee Stock Option (right to buy)	04/22/2002	04/22/2007	COM.STK	11,200	$ 17.42	D	Â
Employee Stock Option (right to buy)	04/14/2003	04/14/2008	COM.STK	17,760	$ 19	D	Â
Employee Stock Option (right to buy)	04/13/2004	04/13/2009	COM.STK	13,320	$ 30.7	D	Â
Employee Stock Option (right to buy)	04/25/2005	04/25/2010	COM.STK	20,400	$ 61.19	D	Â
Employee Stock Option (right to buy)	10/10/2002	10/10/2010	COM.STK	6,000	$ 38.81	D	Â
Employee Stock Option (right to buy)	10/10/2004	10/10/2010	COM.STK	6,000	$ 38.81	D	Â
Employee Stock Option (right to buy)	03/21/2002	03/21/2011	COM.STK	4,901	$ 25.69	D	Â
Employee Stock Option (right to buy)	03/21/2003	03/21/2011	COM.STK	4,901	$ 25.69	D	Â
Employee Stock Option (right to buy)	04/10/2006	04/10/2011	COM.STK	15,000	$ 24.23	D	Â
Employee Stock Option (right to buy)	10/09/2004	10/09/2011	COM.STK	10,000	$ 21.67	D	Â
Employee Stock Option (right to buy)	10/09/2005	10/09/2011	COM.STK	10,000	$ 21.67	D	Â
Employee Stock Option (right to buy)	10/09/2006	10/09/2011	COM.STK	10,000	$ 21.67	D	Â
Employee Stock Option (right to buy)	10/09/2007	10/09/2011	COM.STK	10,000	$ 21.67	D	Â
Employee Stock Option (right to buy)	04/13/2007	10/31/2011	COM.STK	10,800	$ 24.37	D	Â
Employee Stock Option (right to buy)	11/25/2003	11/25/2012	COM.STK	4,450	$ 20.23	D	Â
Employee Stock Option (right to buy)	11/25/2004	11/25/2012	COM.STK	4,450	$ 20.23	D	Â
Employee Stock Option (right to buy)	11/25/2005	11/25/2012	COM.STK	4,450	$ 20.23	D	Â
Employee Stock Option (right to buy)	11/25/2006	11/25/2012	COM.STK	4,451	$ 20.23	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TALWALKAR ABHIJIT Y INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95052	Â	Â	  VICE PRESIDENT	Â

Signatures

ABHIJIT Y. TALWALKAR		02/11/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Talwalkar owns no Intel Corporation stock.
  Remarks: 1 of 2 Forms 3

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