SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  Form 10-C
               Report by Issuer of Securities Quoted on Nasdaq
                Filed pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 and Rule 13a-17
                            or 15d-17 thereunder


                              INTEL CORPORATION
                 (Exact name of issuer as specified in charter)
                              ------------------
 
            2200 Mission College Blvd., Santa Clara, CA 95052-8119
              (Address of principal executive offices) (Zip code)
 
                Issuer's telephone number, including area code:
                               (408) 765-8080
 
I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
 
	Indicate any change (increase or decrease) of 5% or more in the 
number of shares outstanding:
 
 1.  Title of security:  Common Stock Purchase Rights (the "Rights")
 2.  Number of securities outstanding before the change:  419,600,000*
 3.  Number of securities outstanding after the change:  0
 4.  Effective date of change:  August 1, 1994
 5.  Method of change:
 
	Specify method (such as merger, acquisition, exchange, 
distribution, stock split, reverse split, acquisition of stock 
for treasury, etc.):  Redemption of Rights.* 
 
	Give brief description of transaction:  At the Registrant's 
Annual Meeting of Stockholders in May 1994, stockholders adopted
an advisory proposal to redeem or vote on the Common Stock Purchase
Rights.  In July 1994, Intel Corporation's Board of Directors voted
to redeem the Rights.  A one-time payment of $.005 per share will be 
made on September 1, 1994 to stockholders of record on August 1, 1994.  

* NOTE:  Represents shares of Common Stock outstanding, with Rights, as 
reported on Registrant's Form 10-Q for the period ended April 2, 1994.  
Rights traded automatically with Registrant's Common Stock and were not 
separately exercisable or tradable.
II.  CHANGE IN NAME OF ISSUER

Not applicable.

1.  Name prior to change:  _________________________________________
2.  Name after change:  ____________________________________________
3.  Effective date of charter amendment changing name:  ____________
4.  Date of shareholder approval of change, if required:  __________

Date: August 10, 1994


                       /s/F. Thomas Dunlap, Jr.
                       Vice President, General Counsel and Secretary
                              (Officer's signature & title)