Exhibit 5.1
                                                                 
March 28, 1997

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

Re:  Proposed Offering of up to 65,000,000 Shares of Common Stock

Ladies and Gentlemen:

We  refer  to an aggregate of 65,000,000 shares of Common  Stock,
par  value  $.001  per  share, of Intel Corporation,  a  Delaware
corporation  (the  "Company"),  which  are  the  subject   of   a
registration statement on Form S-8 (the "Registration Statement")
to  be  filed  with the Securities and Exchange  Commission  (the
"Commission") under the Securities Act of 1933, as  amended  (the
"Act").  The shares of Common Stock (the "Shares") subject to the
Registration  Statement  are  to  be  issued  under   the   Intel
Corporation 1997 Stock Option Plan (the "Plan").

We  have  examined  the original, or a photostatic  or  certified
copy, of such records of the Company, certificates of officers of
the  Company and of public officials and such other documents  as
we  have  determined relevant and necessary as the basis for  the
opinion  set  forth below.  In such examination, we have  assumed
the  genuineness  of  all  signatures, the  authenticity  of  all
documents  submitted  to  us  as  originals,  the  conformity  to
original  documents of all documents submitted to us as certified
or  photostatic copies and the authenticity of the  originals  of
such copies.

Based upon our examination mentioned above, we are of the opinion
that  the  Shares have been validly authorized for issuance  and,
when  issued and sold in accordance with the terms set  forth  in
the  Registration  Statement and the  Plan,  and,  when  (a)  the
Registration  Statement has become effective under the  Act,  (b)
the  pertinent provisions of any applicable state securities  law
have  been  complied with, and (c) in the case of options  issued
under the Plans, the Shares have


been  paid  for, the Shares so issued will be legally issued  and
will be fully paid and nonassessable.

We  consent  to the filing of this opinion as an Exhibit  to  the
Registration Statement and to the reference to our firm appearing
on  the  cover  of the Registration Statement.   In  giving  this
consent,  we  do  not admit that we are within  the  category  of
persons whose consent is required under Section 7 of the  Act  or
the General Rules and Regulations of the Commission.

Very truly yours,

/s/Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER LLP