Exhibit 10.1


                            First Amendment to the
                  Intel Corporation 1984 Stock Option Plan
                (Amended and Restated Effective May 4, 1994)


The Intel Corporation 1984 Stock Option Plan (the "Plan") is hereby amended to
reduce the number of options granted to non-employee directors.

     1.  NON-EMPLOYEE DIRECTOR GRANTS.  The first sentence of the second 
         paragraph is amended to read as follows:

              "Options will be granted to non-employee directors as follows: 
         Each new non-employee director will receive an initial grant of 5,000 
         shares at the time of his or her appointment to the position of 
         director and each reelected non-employee director will receive annual 
         grants of 5,000 shares on the date of the commencement of the regular 
         annual stockholders' meeting, unadjusted by Section 7.(a) hereof."

     2.  EFFECTIVE DATE.  This First Amendment is effective for options granted
         after August 1, 1995.