FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
SODHANI ARVIND
   2. Issuer Name and Ticker or Trading Symbol
INTEL CORP [INTC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VICE PRESIDENT AND TREASURER
(Last)
(First)
(Middle)
INTEL CORPORATION, 2200 MISSION COLLEGE BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
04/15/2004
(Street)

SANTA CLARA, CA 95052		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON               1,120,058 D  
COMMON               8,000 I Held by mother
COMMON               13,975 I By 401(k) Plan
COMMON               1,315 I By Employee Benefit Plan Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Option (right to buy) $ 27 04/15/2004   A   15,000   04/15/2005 04/15/2014 COM. STK 15,000 $ 0 (1) 2,130,704 D  
Employee Option (right to buy) $ 27 04/15/2004   A   15,000   04/15/2006 04/15/2014 COM.STK 15,000 $ 0 (1) 2,145,704 D  
Employee Option (right to buy) $ 27 04/15/2004   A   15,000   04/15/2007 04/15/2014 COM.STK 15,000 $ 0 (1) 2,160,704 D  
Employee Option (right to buy) $ 27 04/15/2004   A   15,000   04/15/2008 04/15/2014 COM.STK 15,000 $ 0 (1) 2,175,704 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SODHANI ARVIND
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95052		       VICE PRESIDENT AND TREASURER  

Signatures

 ARVIND SODHANI   04/16/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Not a Required Reportable Field. SEC software requires a dollar amount; use zeros per SEC.
(2) Mr. Sodhani holds 240,238 phantom stock units based on unit value of his Intel Corporation nonqualified excess benefit plan account as of March 31, 2004.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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