FORM 15
[Adopted in Release No. 34-20784 (Paragraph 83,508), March 22,
1984, effective March 30, 1984, 49 F.R. 12688.]

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                             FORM 15

Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.

Commission File Number:  0-6217

(Exact name of registrant as specified in its charter):
Intel Corporation

(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices):

2200 Mission College Blvd., Santa Clara, CA 95052-8119

(Title of each class of securities covered by this Form)

Common Stock Purchase Rights

(Titles of all other classes of securities for which a duty to file
reports under Section 13(a) or 15(d) remains)

Common Stock, $.001 Par Value.
1998 Step-up Warrants to Purchase Common Stock.

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:

   Rule 12g-4(a)(1)(i)   [X]          Rule 12h-3(b)(1)(ii)  [ ]
   Rule 12g-4(a)(1)(ii)  [ ]          Rule 12h-3(b)(2)(i)   [ ]
   Rule 12g-4(a)(2)(i)   [ ]          Rule 12h-3(b)(2)(ii)  [ ]
   Rule 12g-4(a)(2)(ii)  [ ]          Rule 15d-6            [ ]
   Rule 12h-3(b)(1)(i)   [ ]          

Approximate number of holders of record as of the certification or
notice date:  -0-

Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned
duly authorized person.

DATE: August 2, 1994  BY: /s/F. Thomas Dunlap, Jr., Vice President

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6
of the General Rules and Regulations under the Securities Exchange
Act of 1934.  The registrant shall file with the Commission three
copies of Form 15, one of which shall be manually signed.  It may
be signed by an officer of the registrant, by counsel or by any
other duly authorized person.  The name and title of the person
signing the form shall be typed or printed under the signature.